INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Draw Down Notice, the Investor shall be required to purchase from the Company at the end of the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Draw Down Amount set forth in the Draw Down Notice, and (ii) not less than 10% of the aggregate daily U.S. trading volume (excluding irregular trading and block trades of 5,000 or more in which the Investor could not participate) during the applicable Pricing Period multiplied by the Purchase Price, but only if said Shares are freely tradable, are not subject to stop transfer instructions and are delivered to the Investor per its written instructions, pursuant to Section 2(h). Subject to the conditions set forth in this Agreement, the Company shall be required to sell to the Investor that number of Shares requested by the Investor on each Closing Date.

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INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 15% of the aggregate trading volume during the applicable Pricing Period times (x) the average of the lowest closing bid price of the Company's Common Stock during the first five (5) Trading Days of the specified Pricing Period and the lowest closing bid price of the Company's Common Stock during the second five (5) Trading Days of the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions and are being held in escrow, pursuant to Section 2(h), prior to the applicable Closing Date. The Company acknowledges that there are two entities that will sign as Investor and that each Put Notice will be divided between them equally. DRH Investment Company, LLC shall be obligated to provide fifty percent (50%) of the Put Amount of each Put Notice and Dutchess Private Equities Fund, L.P., a Delaware limited partnership shall be obligated to provide fifty percent (50%) of the Put Amount of each Put Notice.

INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase, and a Required Dollar Amount may not include, an amount, which when added to the sum of (i) the additional number of Shares which the Investor has the right to purchase with respect to such Required Dollar Amount (as set forth in the second sentence of Section 1(d)), (ii) all other Shares acquired by the Investor pursuant to this Agreement during the 61 days preceding the Put Notice Date with respect to which this determination of the permitted Required Dollar Amount is being made and (iii) the number of shares of Class A Common Stock acquired by any affiliate of the Investor pursuant to conversion of the Company's Series D Convertible Preferred Stock (the "PREFERRED STOCK") or exercise of the warrants issued pursuant to the Securities Purchase Agreement (as defined below) or otherwise during the 61 days preceding the Put Notice Date with respect to which this determination of the permitted Required Dollar Amount is being made, would exceed 4.99% of the number of shares of Class A Common Stock outstanding on the Put Notice Date for such Purchase Period, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 ACT"). Each Put Notice shall include a representation of the Company as to the number of shares of Class A Common Stock outstanding on the related Put Notice Date as determined in accordance with Section 13(d) of the 1934 Act. In the event that the number of shares of Class A Common Stock outstanding as determined in accordance with Section 13(d) of the 1934 Act is different on any date during a Purchase Period than on the Put Notice Date associated with such Purchase Period, then the number of shares of Class A Common Stock outstanding on such date during such Purchase Period shall govern for purposes of determining whether the Investor, when aggregating all purchases of shares of Class A Common Stock by the Investor and its affiliates in the 61 days preceding such date, would have acquired more than 4.99% of the number of shares of Class A Common Stock outstanding during such period.

INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) twenty percent (20%) of the aggregate trading volume of the Common Stock during the applicable Pricing Period times (x) the lowest closing Best Bid prices of the Company's Common Stock during the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2.5, prior to the applicable Closing Date. Notwithstanding the foregoing, the Investor shall not be obligated to purchase Shares to the extent that such purchase would cause the Investor to own greater than nine and nine-tenths percent (9.9%) of the total outstanding shares of common stock of the Company.

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