Common use of Future Financings Clause in Contracts

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding the foregoing, this Section 4.7 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, advisors, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement, (d) securities in connection with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangements), the primary purpose of which is not to raise capital, (e) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance of such securities, or (f) up to, in the aggregate, $2,000,000 of Capital Shares (not Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% of the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the Debentures and Warrants.

Future Financings. From the date hereof until 90 60 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 60 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.13 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's ’s securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date of this Agreementhereof, provided that such securities have not been amended since the date of this Agreementhereof, or (d) securities the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, or (e) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance of investment units pursuant to that certain private placement memorandum of the Company dated April 28, 2003, not to exceed $1,400,000 in the aggregate (the “PPM Offering”). Additionally, in additional to the limitations set forth herein, from the date hereof until such time as the Purchasers no longer hold any of the Securities, other than the issuance of Capital Shares or Capital Shares Equivalents as part of the consideration paid for an acquisition, the Company shall be prohibited from effecting or enter into an agreement to effect any Subsequent Financing involving a “Variable Rate Transaction” or an “MFN Transaction” (each as defined below). The term “Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (fB) up towith a conversion, in the aggregate, $2,000,000 of Capital Shares (not Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase exercise or exchange price of not less than 90% of the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be that is subject to being reset at some future date after the anti-dilution provisions in initial issuance of such debt or equity security or upon the Debentures and Warrants.occurrence of specified or contingent events directly or

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary (with respect to Capital Shares Equivalents) shall issue or sell any Capital Shares or Capital Shares EquivalentsEquivalents (other than units of limited partnership issued by U.S. Restaurant Properties Operating L.P. in the ordinary course of acquiring properties) entitling any Person to acquire shares of Common Stock. Notwithstanding anything herein to the contrary, the 90 30 day period set forth in this Section 4.7 shall be extended for the number of Trading Days during such period in which (yi) trading in the Common Stock is suspended by any Principal Market, or (zii) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers each Purchaser for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures any Preferred Stock or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's ’s securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreementhereof, provided that such securities have not been amended since the date of this Agreementhereof. In addition, (d) securities unless Stockholder Approval has been obtained and deemed effective in connection accordance with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangementsSection 4.5(d), the primary purpose of which is Company shall not to raise capital, (e) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the make any issuance of such securities, or (f) up to, in the aggregate, $2,000,000 whatsoever of Capital Shares (not or Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% Equivalents which would cause any adjustment of the average Set Price (other than pursuant to Section 5(c)(ii) of the VWAPs during Articles Supplementarys) to the 5 Trading Days prior extent the holders of Preferred Stock would not be permitted, pursuant to any such transaction ("Market Price"Section 5(a)(iii) along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market PriceArticles Supplementarys, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions convert their respective outstanding Preferred Stock in the Debentures and Warrantsfull.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 60 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreementhereof, provided that such securities have not been amended since the date of this Agreementhereof, or (d) the issuance of any securities in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, or (e) securities a one-time issuance to financial institutions Xxxxxx Xxxxx on or lessors prior to the fifth Trading Day after the date hereof of convertible debentures with a principal amount equal to $500,000 and a conversion price equal to the greater of the Set Price and the average of the 5 VWAPs immediately prior to such issuance, otherwise in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not form of the issuance of such securitiesDebentures, or (f) prior to the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing, a one-time issuance of up to, in the aggregate, to $2,000,000 of Capital Shares (not or Capital Shares Equivalents, provided such securities have an effective price per share of Common Stock of at least $1.75, subject to adjustment 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 and provided the effective price of such security is not adjustable thereafter, other than for stock splits, stock dividends, stock combinations and the like. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), in a one-time transaction with pre-existing shareholders, for a per share purchase price the Company shall not make any issuance whatsoever of not less than 90% Capital Shares or Capital Shares Equivalents which would cause any adjustment of the average Set Price (other than pursuant to Section 4(c)(ii) of the VWAPs during Debentures) to the 5 Trading Days prior extent the holders of Debentures would not be permitted, pursuant to any such transaction ("Market Price"Section 4(a)(ii)(B) along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market PriceDebenture, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the convert their respective outstanding Debentures and Warrantsexercise the Warrants in full.

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.9 shall not apply in respect to the following (each of the issuance of which, an "Exempt Transaction"): (a) shares the granting of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securitiesConvertible Securities, options or warrants issued and outstanding on the date of this AgreementClosing Date, provided that such securities have not been amended since the date of this Agreementhereof, or (d) securities in connection with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangements)investments, the primary purpose of which is not to raise capital, or (e) securities to financial institutions the lending or lessors in connection with commercial credit arrangementsborrowing of money between or among the Company and its direct or indirect subsidiaries (including, equipment financings or similar transactionsfor this purpose, where the principal consideration for such transaction is not the issuance DOC and InfoTechUSA, Inc. and each of such securitiestheir subsidiaries), or (f) up tothe potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the aggregateProxy, $2,000,000 of Capital Shares or (not Capital Shares Equivalents), h) in a one-time transaction with pre-existing shareholders, for involving the issuance of Common Stock to satisfy a per share purchase price of not bona fide payable if less than 90% $100,000 and if the shares of Common Stock so issued are valued at or above the average then market price, or (i) any transaction involving the issuance of shares of Common Stock or warrants to acquire Common Stock if in connection with the VWAPs during settlement of bona fide litigation and if the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with shares so issued are valued at or above the then market price and if the options, if any, have an exercise price not less than 112% of at or above the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the Debentures and Warrantsmarket price.

Future Financings. From So long as any portion of the Debentures are outstanding, from the date hereof until 90 120 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 120 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.13 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date of this Agreementhereof, provided that such securities have not been amended since the date of this Agreementhereof, or (d) securities the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, (e) securities to financial institutions capital or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for subsequent exercise of any such transaction is not the issuance of such securities, or (f) up to, in the aggregate, $2,000,000 of Capital Shares (not Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% of the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the Debentures and Warrants.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 120 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.13 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date of this Agreementhereof, provided that such securities have not been amended since the date of this Agreementhereof, or (d) securities the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, or (e) securities the granting of stock, stock options and/or warrants to financial institutions or lessors an investment group in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not advancement of $1 million to the issuance of such securities, or (f) up to, in the aggregate, $2,000,000 of Capital Shares (not Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% of the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market PriceCompany, which transaction may have registration rightsis described in Item 13 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2003. For purposes of clarificationAdditionally, an issuance pursuant in additional to clause (f) above the limitations set forth herein, from the date hereof until such time as there are no longer any Debentures, the Company shall be subject prohibited from effecting or enter into an agreement to the anti-dilution provisions in the Debentures and Warrants.effect any Subsequent Financing

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.13 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers, directors, and consultants (provided that in the case of consultants, advisorssuch issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, officers in the aggregate, 200,000 Capital Shares or directors Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) securities upon the exercise of, or in connection with of the payment of interest on or redemption of, the Debentures Preferred Stock or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreementthe Transaction Documents, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date of this AgreementClosing Date, provided that such securities have not been amended since the Closing Date in order to reduce the effective exercise price, increase the number of shares issuable or accelerate the date of this Agreementon which such Capital Share Equivalents may be exercised, or (d) securities the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, (e) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance subsequent exercise of such securities, or (f) up to, in the aggregate, $2,000,000 of Capital Shares (not Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% of the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rightsCapital Share Equivalents. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject In addition to the anti-dilution provisions in limitations set forth herein, from the Debentures and Warrants.Closing Date until such time as the Purchasers no longer hold

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Shares and Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.13 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers, directors, and consultants (provided that in the case of consultants, advisorssuch issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, officers in the aggregate, 200,000 Capital Shares or directors Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreementthe Transaction Documents, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date of this AgreementClosing Date, provided that such securities have not been amended since the Closing Date in order to reduce the effective exercise price, increase the number of shares issuable or accelerate the date of this Agreementon which such Capital Share Equivalents may be exercised, or (d) securities the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, or subsequent exercise of any such Capital Share Equivalents. In addition to the limitations set forth herein, from the Closing Date until such time as the Purchasers no longer hold any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing (eas defined in Section 4.14) involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to financial institutions receive additional shares of, Common Stock either (A) at a conversion, exercise or lessors in connection exchange rate or other price that is based upon and/or varies with commercial credit arrangements, equipment financings the trading prices of or similar transactions, where quotations for the principal consideration for such transaction is not shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (fB) up towith a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction" shall mean a transaction in which the aggregateCompany issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering. In addition, $2,000,000 unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares (not or Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% Equivalents which would cause any adjustment of the average Set Price (other than pursuant to Section 4(c)(ii) of the VWAPs during Debentures) to the 5 Trading Days prior extent the holders of Debentures would not be permitted, pursuant to any such transaction ("Market Price"Section 4(a)(ii)(B) along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market PriceDebenture, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the convert their respective outstanding Debentures and Warrantsexercise their respective Warrants in full, ignoring for such purposes any conversion or exercise limitations therein.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 shall be extended Except for the number of Trading Days during such period in which (yi) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding the foregoing, this Section 4.7 shall not apply in respect of ; (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 and listed on Schedule 2(c); (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock or compensation plan pursuant to which Common Stock may be issued to any employee, officer, director or consultant of the Company which is either (a) approved by the stockholders of the Company or (b) approved by the compensation committee of the Company's Board of Directors for legitimate compensation purposes which provides for the purchase of the Common Stock at a purchase price of no less than 85% of the market price of the Common Stock on the date of issuance of such option, warrant, or other security; (iv) shares of Common Stock issued or options deemed to employees, consultants, advisors, officers have been issued in a Strategic Venture (as defined below); (v) shares of Common Stock issued or directors of deemed to have been issued as consideration for an acquisition by the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purposedivision, assets or business (bor stock constituting any portion thereof) from another person; (vi) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures or any Debentures of this series or of any other series or security issued sold by the Company in connection with the offer and sale of this Company's securities a firm commitment underwritten public offering excluding a continuous offering pursuant to this AgreementRule 415 under the Securities Act; (vii) the issuance of Common Stock pursuant to an equity line of credit arrangement (an "EQUITY LINE"); provided that the Company does not exercise its option to make draw downs under the Equity Line until at least thirty (30) days following the effectiveness of the Registration Statement (as defined herein); or (viii) the issuance by any Subsidiary of its capital stock or securities convertible into its capital stock ("Subsidiary Securities"); provided that the Subsidiary Securities are not convertible into, or otherwise exchangeable for, Common Stock, the Company will not, without the prior written consent of Rose Xxxx, xxgotiate or contract with any party to obtain additional equity financing (cincluding debt financing with an equity component) securities that involves (A) the issuance of Common Stock (whether upon the conversion or exercise of a security convertible into or conversion exercisable for Common Stock ("CONVERTIBLE SECURITIES") or otherwise) at a discount to the market price of any convertible securities, options or warrants issued and outstanding the Common Stock on the date of this Agreementissuance thereof or, provided that such securities have not been amended since in the case of Convertible Securities, the date of this Agreement, issuance of such Convertible Securities (d) securities in each case taking into account the value of any warrants or options to acquire Common Stock issued in connection with acquisitions therewith) or strategic investments where the issuance price of such Common Stock is subject to reduction in the future or (B) the issuance of Convertible Securities that are convertible into an indeterminate number of shares of Common Stock or where the issuance price of the Common Stock upon conversion or exercise of such Convertible Securities (including, without limitationbased upon any conversion, exchange or reset formula) changes at any licensing or distribution arrangements), time after the primary purpose date of which is not to raise capital, (e) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance of such securitiesConvertible Securities, or during the period (fthe "LOCK-UP PERIOD") up to, beginning on the Closing Date and ending one hundred eighty (180) days from the date the Registration Statement (as defined in the aggregateRegistration Rights Agreement) is declared effective (plus any days after the Registration Statement is initially declared effective in which sales cannot be made thereunder). In addition, $2,000,000 of Capital Shares (not Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% of the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the antiexceptions described in clauses (i) through (vii) of the first sentence of this Section 3.9, the Company will not conduct any equity financing (including debt with an equity component) ("FUTURE OFFERINGS") during the period beginning on the Closing Date and ending one hundred eighty-dilution provisions five (185) days after the end of the Lock-up Period (plus any days after the Registration Statement is initially declared effective in which sales cannot be made thereunder) unless it shall have first delivered to Rose Xxxx, xx least fifteen (15) business days prior to the Debentures and Warrants.closing of such Future Offering, written notice

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingDate, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 4.13 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers, directors, and consultants (provided that in the case of consultants, advisorssuch issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, officers in the aggregate, 200,000 Capital Shares or directors Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) securities upon the exercise of, or in connection with of the payment of interest on or redemption of, the Debentures Preferred Stock or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreementthe Transaction Documents, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date of this AgreementClosing Date, provided that such securities have not been amended since the Closing Date in order to reduce the effective exercise price, increase the number of shares issuable or accelerate the date of this Agreementon which such Capital Share Equivalents may be exercised, or (d) securities the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital, or subsequent exercise of any such Capital Share Equivalents (e(a)-(d), each, an "Exempt Issuance"). In addition to the limitations set forth herein, from the Closing Date until such time as the Purchasers no longer hold any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing (as defined in Section 4.14) involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to financial institutions receive additional shares of, Common Stock either (A) at a conversion, exercise or lessors in connection exchange rate or other price that is based upon and/or varies with commercial credit arrangements, equipment financings the trading prices of or similar transactions, where quotations for the principal consideration for such transaction is not shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (fB) up towith a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction" shall mean a transaction in which the aggregateCompany issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to exchange their securities for securities issued in future transactions of the Company on terms more favorable than those granted to such investor in their original offering. In addition, $2,000,000 unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares (not or Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% Equivalents which would cause any adjustment of the average Conversion Price (other than pursuant to Section 7(a) of the VWAPs during Certificate of Designation) to the 5 Trading Days prior extent the holders of the Preferred Stock would not be permitted, pursuant to Section 6(d) of the Certificate of Designation, to convert their respective outstanding Preferred Stock and exercise their respective Warrants in full, ignoring for such purposes any conversion or exercise limitations therein. Additionally, unless Shareholder Approval has been obtained and deemed effective, the Company shall not make any issuance whatsoever of Common Stock or Common Stock Equivalents which would cause any adjustment of the Conversion Price to the extent the holders of Preferred Stock would not be permitted, pursuant to Section 6(d) of the Certificate of Designation, to convert their respective outstanding Debentures and exercise their respective Warrants in full, ignoring for such purposes the conversion or exercise limitations therein. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any such transaction ("Market Price") along with up right to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the Debentures and Warrantscollect damages.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, other than as contemplated by this AgreementSecurities, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents; PROVIDED, HOWEVER, such 90 day period shall be 30 days as it solely relates to up to 34 million shares of Common Stock issued in a firm commitment underwritten public offering by Xxxx Capital Partners, the proceeds of which shall first be applied to the redemption of all of the securities held at such time by The Sage Group, plc (or any Affiliates thereof) (the "XXXX OFFERING"). Notwithstanding anything herein to the contrary, the 90 or 30 day period set forth in this Section 4.7 4.7, as applicable, shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the foregoingcontrary herein, this Section 4.7 shall not apply in respect of to the issuance of following (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers or and directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of interest on or redemption of, the Debentures a Debenture or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreementhereof, provided that such securities have not been amended since the date of this Agreement, hereof or (d) the issuance of any securities in connection with acquisitions acquisitions, strategic investments or strategic investments (including, without limitation, any licensing or distribution partnering arrangements), the primary purpose of which is not to raise capital. In addition, (e) securities to financial institutions or lessors unless Shareholder Approval has been obtained and deemed effective in connection accordance with commercial credit arrangementsSection 4.5(c), equipment financings or similar transactions, where the principal consideration for such transaction is Company shall not the make any issuance of such securities, or (f) up to, in the aggregate, $2,000,000 whatsoever of Capital Shares (not or Capital Shares Equivalents), in a one-time transaction with pre-existing shareholders, for a per share purchase price of not less than 90% Equivalents which would cause any adjustment of the average Set Price (other than pursuant to Section 4(c)(ii) of the VWAPs during Debentures) to the 5 Trading Days prior extent the holders of Debentures would not be permitted, pursuant to any such transaction ("Market Price"Section 4(a)(ii)(B) along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market PriceDebenture, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to the anti-dilution provisions in the convert their respective outstanding Debentures and Warrantsexercise the Warrants in full.