Common use of Limitation on Right of First Refusal Clause in Contracts

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by Gryphon pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by Gryphon (other than by virtue of the ownership of securities or rights to acquire securities (including the Note and New Warrants) that have limitations on Gryphon's right to convert, exercise or purchase similar to the limitation set forth herein (the "Excluded Shares")), together with all shares of Common Stock deemed beneficially owned (not counting such affiliate's Excluded Shares) by Gryphon (as defined in Rule 144 of the 1933 Act) (the "Aggregation Parties") that would be aggregated for purposes of determining whether such securities are beneficially owned by Gryphon or for purposes of determining whether a group exists, in each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by Gryphon or such group of more than 9.99% of the shares of the Company's Common Stock (the "Restricted Ownership Percentage"), computed in accordance with Regulation 13D-G. Gryphon shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If Gryphon is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which Gryphon would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Note Gryphon could acquire such securities without exceeding its Restricted Ownership Percentage, then Gryphon shall be entitled to acquire such securities at such time.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by Gryphon the Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by Gryphon the Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Note and New WarrantsWarrant) that have limitations on Gryphonthe Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the "Excluded Shares")), together with all shares of Common Stock deemed beneficially owned (not counting such affiliate's Excluded Shares) by Gryphon the Purchaser (as defined in Rule 144 of the 1933 Act) (the "Aggregation Parties") that would be aggregated for purposes of determining whether such securities are beneficially owned by Gryphon the Purchaser or for purposes of determining whether a group exists, in each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by Gryphon the Purchaser or such group of more than 9.999.9% of the shares of the Company's Common Stock (the "Restricted Ownership Percentage"), computed in accordance with Regulation 13D-G. Gryphon The Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If Gryphon the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which Gryphon the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Note Gryphon the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then Gryphon the Purchaser shall be entitled to acquire such securities at such time.

Limitation on Right of First Refusal. (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by Gryphon any Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by Gryphon such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Note Preferred Shares and New Warrants) that have limitations on Gryphonthe Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the "Excluded Shares")), together with all shares of Common Stock deemed beneficially owned (not counting such affiliate's Excluded Shares) by Gryphon the Purchaser's "affiliates" (as defined in Rule 144 of the 1933 Act) (the "Aggregation Parties") that would be aggregated for purposes of determining whether such securities are beneficially owned by Gryphon or for purposes of determining whether a group exists, in each such case for purposes of under Section 13(d) of the 1934 Act and Regulation 13D-G thereunderAct, exists, would result in beneficial ownership by Gryphon or such group of more than 9.99exceed 9.9% of the total issued and outstanding shares of the Company's Common Stock (the "Restricted Ownership Percentage"), computed in accordance with Regulation 13D-G. Gryphon . Each holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (y) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned of an event of: (1) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, (2) any person (as defined in Section 13(d) of the 1934 Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the 1933 Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the 1934 Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power, (3) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by a majority of those individuals who are members of the Company's Board of Directors on the date thereof, or (4) a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis, in one or a series of related transactions. (ii) The Purchaser covenants at all times on each day (each such day being referred to as a "Covenant Day") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "Covenant Period") such Purchaser will not acquire shares of Common Stock pursuant to any capital raising transaction as described in subsection (a) (including convertible securities which are convertible or exchangeable into or exercisable for Common Stock within 61 days only if such securities do not contain the limitations on beneficial ownership similar to those contained herein) existing at the commencement of the Covenant Period to the extent that Section 16 the number of the 1934 Act or the rules promulgated thereunder shares so acquired by such holder and its Aggregation Parties (or any successor statute or rulesignoring all dispositions) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If Gryphon is unable by reason of would exceed: (1) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the commencement of the Covenant Period, minus (2) the number of shares of Common Stock owned by such Purchaser and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to acquire be given by the full amount Purchaser as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Purchaser agrees to comply with each such covenant. This Section 7.3(b) controls in the case of any conflict with any other provision of the Agreements. The Company's obligation to issue securities under subsection (a) above which Gryphon would otherwise be entitled exceed such limits referred to acquire pursuant to in this Section 6.3 and thereafter, at any time prior 7.3(b) shall be suspended to the repayment or conversion in full of the Note Gryphon could acquire such securities without exceeding its Restricted Ownership Percentage, then Gryphon shall be entitled to acquire such securities at extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions.

Limitation on Right of First Refusal. (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by Gryphon any Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by Gryphon such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Note Debentures and New Warrants) that have limitations on Gryphonthe Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the "Excluded Shares")), together with all shares of Common Stock deemed beneficially owned (not counting such affiliate's Excluded Shares) by Gryphon the Purchaser's "affiliates" (as defined in Rule 144 of the 1933 Act) (the "Aggregation Parties") that would be aggregated for purposes of determining whether such securities are beneficially owned by Gryphon or for purposes of determining whether a group exists, in each such case for purposes of under Section 13(d) of the 1934 Act and Regulation 13D-G thereunderAct, exists, would result in beneficial ownership by Gryphon or such group of more than 9.99exceed 9.9% of the total issued and outstanding shares of the Company's Common Stock (the "Restricted Ownership Percentage"), computed in accordance with Regulation 13D-G. Gryphon . Each holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (y) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned of any Change in Control Transaction (as defined in the Debentures). (ii) The Purchaser covenants at all times on each day (each such day being referred to as a "Covenant Day") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "Covenant Period") such Purchaser will not acquire shares of Common Stock pursuant to any capital raising transaction as described in subsection (a) (including convertible securities which are convertible or exchangeable into or exercisable for Common Stock within 61 days only if such securities do not contain the limitations on beneficial ownership similar to those contained herein) existing at the commencement of the Covenant Period to the extent that Section 16 the number of the 1934 Act or the rules promulgated thereunder shares so acquired by such holder and its Aggregation Parties (or any successor statute or rulesignoring all dispositions) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If Gryphon is unable by reason of would exceed: (1) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the commencement of the Covenant Period, (2) the number of shares of Common Stock owned by such Purchaser and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to acquire be given by the full amount Purchaser as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Purchaser agrees to comply with each such covenant. This Section 7.3(b) controls in the case of any conflict with any other provision of the Agreements. The Company's obligation to issue securities under subsection (a) above which Gryphon would otherwise be entitled exceed such limits referred to acquire pursuant to in this Section 6.3 and thereafter, at any time prior 7.3(b) shall be suspended to the repayment or conversion in full of the Note Gryphon could acquire such securities without exceeding its Restricted Ownership Percentage, then Gryphon shall be entitled to acquire such securities at extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by Gryphon the Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by Gryphon the Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Note and New WarrantsWarrant) that have limitations on Gryphonthe Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the "Excluded Shares")), together with all shares of Common Stock deemed beneficially owned (not counting such affiliate's Excluded Shares) by Gryphon the Purchaser (as defined in Rule 144 of the 1933 Act) (the "Aggregation Parties") that would be aggregated for purposes of determining whether such securities are beneficially owned by Gryphon the Purchaser or for purposes of determining whether a group exists, in each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by Gryphon the Purchaser or such group of more than 9.99% of the shares of the Company's Common Stock (the "Restricted Ownership Percentage"), computed in accordance with Regulation 13D-G. Gryphon The Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If Gryphon the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which Gryphon the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Note Gryphon the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then Gryphon the Purchaser shall be entitled to acquire such securities at such time.