Common use of New Securities Clause in Contracts

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,

New Securities. “New Securities" ” shall mean any shares of capital stock (including stock, whether Common Stock and/or Preferred Stock) Shares or preferred stock, of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may by their terms become, convertible into or exchangeable for capital stockstock that are sold by the Company for cash or indebtedness; provided provided, however, that the term "New Securities" does Securities shall not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreementissued in any registered public offering; (ii) securities issuable upon conversion issued as part of compensatory arrangements to employees, consultants or directors of the Company whether or not pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other equity compensation agreement of the Company and approved by the Board or any committee thereof; (iii) securities issued pursuant to any stock dividend, stock split, combination or other reclassification by the Company of any of its capital stock; (iv) securities issued in connection with debt financing transactions to which the Company and an unaffiliated third party that is not an Investor (or an Affiliate thereof) may be a party and that are approved by the Board, including securities issued pursuant to the exercise of warrants, rights, options or other securities issued in connection therewith; (v) securities issued as part of the securities purchased under sale of the Securities Purchase AgreementCompany, Series D Purchase Agreementincluding any recapitalization of the Company, Series E Recapitalization or Purchase Agreement;(iiiin connection with the acquisition of another Person or any assets thereof by merger, purchase or otherwise; (vi) securities issued pursuant to the acquisition fulfillment of another business entity commitments made in the Subscription Agreements; or business segment (vii) shares of Voting Common Stock issued upon the conversion of shares of Non-Voting Common Stock, shares of Non-Voting Common Stock issued upon the conversion of shares of Voting Common Stock or any other securities issued upon the conversion, exchange or exercise of any such entity securities that may be issued by the Company by merger, purchase of substantially all that provide for the assets conversion or exchange into or exercise for any other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,securities.

New Securities. New SecuritiesNEW SECURITIES" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided PROVIDED that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series SERIES D Purchase AgreementPURCHASE AGREEMENT"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "SERIES E RECAPITALIZATION"), the Purchase Agreement, the Series E Recapitalization") G Purchase Agreement or Purchase the Series G Recapitalization Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization, Purchase Agreement, Series G Purchase Agreement or the Series G Recapitalization or Purchase Agreement;(iiiAgreement]; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided PROVIDED such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,Warrants.

New Securities. Except as set forth below, "New Securities" shall -------------- mean any shares of capital stock (of the Company, including Common Stock and/or and Preferred Stock) of the Company , whether or not now authorized or notauthorized, and rights, options or warrants to purchase such capital stock, said shares of Common Stock or Preferred Stock and securities of any type whatsoever that are, or may by their terms become, convertible into capital stock; provided that said shares of Common Stock or Preferred Stock. Notwithstanding the term foregoing, "New Securities" does do not include the following: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan shares of recapitalization adopted by the Board of Directors and stockholders of the Company providing for Common Stock issued upon the conversion of each share the Company's Series A Preferred Stock; (ii) shares of Common Stock issued upon conversion of the Company's Series B Preferred Stock; (iii) shares of Common Stock into one share issued upon conversion of the Company's Series B C Preferred Stock; (iv) shares of Common Stock and 0.22222 issued upon conversion of a share the Company's Series D Preferred Stock; (v) shares of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition Series E Purchase Agreement and shares of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) Common Stock issued upon conversion of the voting power of such business entity or business segment of any such entityCompany's Series E Preferred Stock; (ivvi) any borrowingsshares of Common Stock, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock Common Stock, issued or granted to employees, officers, directors and consultants of the Company pursuant to the Company's 1997 Stock Plan; (vii) securities issued or issuable pursuant to commercial or strategic transactions approved by a majority of the Company's Board of Directors (such majority must include the director elected by the holders of Series A Preferred, the director elected by the holders of Series B Preferred and the director elected by the Series D Preferred, if any are so elected) including, but not limited to, equipment leases, corporate partnerships, property leases or bank lines of credit, provided that the specific issuance is approved by the Board and are not convertible into free of any other preemptive rights of any stockholder of the Company; (viii) shares of Common Stock or other securities issued as a dividend or distribution on, or in connection with a split of or recapitalization of, any of the capital stock of the Company; (vix) up to 140,872 shares of Series A Preferred Stock issuable upon exercise of the Series A Warrants and shares of Common Stock issued upon conversion of such shares; (x) up to 20,270 shares of Series B Preferred Stock issuable upon exercise of the Series B Warrants and shares of Common Stock issued upon conversion of such shares; (xi) up to 72,552 shares of Series C Preferred Stock issuable by the Company upon exercise of Series C Warrants and shares of Common Stock issued upon conversion of such shares; (xii) up to 982,827 shares of Series D Preferred Stock issuable by the Company upon exercise of Series D Warrants and shares of Common Stock issued upon conversion of such shares; (xiii) up to 2,771,638 shares of Series E Preferred Stock issuable by the Company upon exercise of Series E Warrants and shares of Common Stock issued upon conversion of such shares; (xiv) up to 12,000 shares of Common Stock issuable by the Company upon conversion or exercise of a warrant to purchase Common Stock; or (xv) securities issued to employees, consultants, officers or directors of by the Company pursuant to any the acquisition of another corporation or other entity by merger, purchase of all or substantially all of the capital stock optionor assets, stock purchase or stock bonus plan, agreement or arrangement approved by other reorganization as a result of which the Board stockholders of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if will continue to hold more than 50% of the voting securities of the Company provided such issuance is of securities has been approved by the Board of Directors; (viiin accordance with Article Fourth, Section 6(f) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; 's Sixth Amended and (ix) securities issuable upon the exercise Restated Certificate of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,Incorporation.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, not and any rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Class G Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") Agreement or Purchase issued pursuant to Exchange Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Class G Purchase Agreement, Series D conversion of the securities issued pursuant to the Exchange Agreement or conversion of shares of any other class of preferred stock outstanding at the date of this Agreement to the extent set forth on Schedule 2.4 of the Class G Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowingsborrowing, direct or indirect, from financial institutions or other Persons persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do borrowing does not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities shares of Common Stock awarded, or issued upon the exercise hereafter of options granted, pursuant to employeesemployee, consultantsdirector and consultant benefit plans, officers agreements or directors arrangements adopted by the Company, and the grant of such options themselves, if either (A) set forth on Schedule 2.4 of the Company pursuant to any stock option, stock purchase Class G Purchase Agreement or stock bonus plan, agreement or arrangement (B) issuance of such securities is approved by affirmative vote of the Board of Directors, or the compensation committee thereof; (vi) securities issued to vendors or customers or to other Persons persons in similar commercial situations with the Company if such issuance is approved by the Board of DirectorsDirectors and not, in the aggregate, in excess of two percent of the outstanding equity of the Company on a fully diluted basis calculated on the date such securities are issued; (vii) securities issued in connection with obtaining lease financing, whether issued a public offering pursuant to a lessor, guarantor or other Personregistration under the Securities Act; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable shares of Common Stock issued upon the exercise of warrants pursuant any warrant outstanding at the date of this Agreement to the Warrant extent set forth on Schedule 2.4 of the Class G Purchase Agreement, dated June 23, 1998, between ; (x) securities issued to the employee stock ownership plan of the Company; provided such contribution is approved by the compensation committee of the Board of Directors of the Company and Norwest Bank Minnesotadoes not exceed that number of shares the fair market value of which is three percent (3%) of annual compensation (as measured by applicable benefit plan rules); or (xi) any right, National Association,option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to subsections (i) through (x) above.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include 13 14 (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (Agreement or issued pursuant to the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementMerger; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization Agreement or Purchase Agreement;(iiiissued pursuant to the Merger; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to the Stock Option Plan, or any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Personperson; (viii) securities issued in a public offering pursuant to a registration under the Securities Act; (ix) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (x) any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to subsections (i) through (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,above.

New Securities. Except as set forth below, “New Securities" ” shall mean any shares of capital stock (of the Company, including Common Stock and/or Preferred Stock) and any series of the Company preferred stock, whether now authorized or not, and rights, options or warrants to purchase such capital said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into capital or exchangeable for said shares of Common Stock or preferred stock; provided that . Notwithstanding the term "foregoing, “New Securities" ” does not include (ia) convertible debt securities or warrants and capital stock of the Company issuable upon conversion of the convertible notes or exercise of warrants (or conversion of any stock so obtained) purchased under or received pursuant to the Securities Note Purchase Agreement, Series D Purchase Agreement(b) capital stock of the Company issuable pursuant to any rights, dated July 2agreements or convertible securities, 1999 including but not limited to Common Stock, preferred stock, options or warrants, issued by the Company in connection with a financing transaction which closes within six (6) months from the "Series D Purchase Agreement"), the plan date of recapitalization adopted this Agreement which is approved by the Board of Directors and stockholders of the Company providing for Company, (c) the conversion of each share of Registrable Securities, (d) Common Stock offered to the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of public generally pursuant to a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased registration statement under the Securities Purchase AgreementAct in connection with the Company’s initial public offering, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii(e) securities issued (i) pursuant to the acquisition of another corporation or other business entity or business segment of any such entity by the Company by merger, purchase of all or substantially all of the assets or other reorganization whereby the Company will or its stockholders own more than fifty percent (50%) of the voting power of such business entity the sur­viving or business segment of any such successor corporation or entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance acquisition is approved by the Board of Directors; Directors of the Company, or (viiii) securities issued to any current or proposed vendors or customers of or service providers to the Company, or any unaffiliated entities in connection with corporate partnering or other business arrangements not issued for the primary purpose of obtaining lease financingequity financing for the Company, whether in each case approved by the Board of Directors of the Company, (f) Common Stock or Preferred Stock or related options, warrants or other rights to purchase such Common Stock or Preferred Stock issued to a lessoremployees, guarantor officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the Company, (g) stock issued pursuant to any rights, agreements or other Person; convertible securities, including without limitation options and warrants, that were outstanding on or before the date of this Agreement, (viiih) securities stock issued in connection with any stock split, stock dividend or recapitalization by the Company, or (i) warrants to acquire capital stock of the Company issued to a financial institu­tion or equipment lessor in connection with a loan to the Company or equipment lease by the Company, in each case approved by the Board of Directors of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,.

New Securities. For purposes hereof, “New Securities" ” shall mean any capital stock (including Common Stock and/or Preferred Stock) Equity Securities of the Company whether now authorized or notissued after the date hereof, except for: (a) up to 44,037,200 (such number can be increased from time to time as approved by the Requisite Preferred Holders and rightsthe holders of a majority of Series C Preferred Shares, options or warrants to purchase such capital stockor, and securities of any type whatsoever that arein case there are Preferred Directors in place, or may become, convertible into capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted as approved by the Board only (so long as such approval includes the consent of Directors and stockholders both Preferred Directors)) Ordinary Shares (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and/or options exercisable for such Ordinary Shares, in each case issued to employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the Company’s 2010 Global Share Plan duly approved by the Company in 2010 (“ESOP”); (b) any Equity Securities of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the Purchase Agreement; (c) any Equity Securities of the Company issued in connection with any share split, share dividend, reclassification or other similar event duly approved by the Requisite Preferred Holders, or, in case there is any Preferred Director in place, approved by the Board only (so long as such approval includes the consent of a Preferred Director); (d) any Equity Securities of the Company issued pursuant to the bona fide firmly underwritten public offering duly approved by the Requisite Preferred Holders, or, in case there is any Preferred Director in place, as approved by the Board only (so long as such approval includes the consent of a Preferred Director); (e) any Equity Securities of the Company issued pursuant to the bona fide acquisition of another business entity corporation or business segment of any such entity by the Company by consolidation, merger, purchase of substantially all the assets assets, or other reorganization whereby in which the Company will own more than acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such business entity other corporation or business segment of entity, in any such entity; case, as duly approved pursuant to Section 10 hereof; (ivf) any borrowings, direct Ordinary Shares issued or indirect, from financial institutions or other Persons by issuable upon the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock conversion of the CompanyPreferred Shares; and (vg) securities issued to employees, consultants, officers or directors any Equity Securities of the Company issued to a Person who is not an existing shareholder of Preferred Shares of the Company or any Affiliates thereof pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement other transactions in which the Equity Securities of the Company issued thereunder are duly approved by the Board Company (if applicable, pursuant to Section 10 thereof) and expressly excluded from this Section 7.3 by approval of Directors; (vi) securities issued to vendors or customers or to other Persons the Requisite Preferred Holders, or, in similar commercial situations with the Company if such issuance case there is approved any Preferred Director in place, by approval of the Board only (so long as such approval includes the consent of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,Preferred Director).

New Securities. New SecuritiesNEW SECURITIES" shall mean any capital stock (including Common Stock and/or Preferred Stock) or preferred stock of the Company Company, whether now authorized or not, and rights, options or warrants to purchase such capital Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into capital such Common Stock or preferred stock; provided PROVIDED, HOWEVER, that the term "New Securities" does not include include: (i) securities purchased under shares of the Securities Purchase AgreementCompany's Common Stock (and/or options or warrants therefor) issued to employees, Series D Purchase Agreementofficers, dated July 2directors, 1999 (contractors, advisors or consultants of the "Series D Purchase Agreement"), the plan of recapitalization adopted Company pursuant to incentive agreements or plans unanimously approved by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E RecapitalizationEMPLOYEE OPTIONS") or Purchase Agreement); (ii) any securities issuable upon conversion of or with respect to any then outstanding shares of the Company's Series A, Series B or Series C preferred stock or Common Stock or other securities issuable upon conversion thereof; (iii) any securities issuable upon exercise of any of the options, warrants or rights (other than Employee Options)("WARRANT SECURITIES") outstanding as of the date hereof, any Warrant Securities hereafter approved by the Board of Directors of the Company, and any Common Stock or other securities purchased issuable upon the conversion of any Warrant Securities; (iv) shares of the Company's Common Stock or preferred stock issued in connection with any stock split or stock dividend; (v) securities offered by the Company to the public pursuant to a registration statement filed under the Securities Purchase AgreementAct; (vi) up to 50,000 shares of the Company's Common Stock (and/or options or warrants therefor) issued or issuable to nonaffiliate third parties providing the Company with equipment leases, Series D Purchase Agreementreal property leases, Series E Recapitalization loans, credit lines, guaranties of indebtedness, cash price reductions or Purchase Agreement;(iiisimilar financing, provided that this exception (vi) shall not apply unless the arrangement is unanimously approved by the Company's Board of Directors; or (vii) securities issued pursuant to the acquisition of another business entity corporation or business segment of any such entity by the Company by consolidation, merger, purchase of all or substantially all of the assets assets, or other reorganization whereby in which the Company will own more than acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such business other corporation or entity or business segment of any such entity; fifty percent (iv50%) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock more of the Company; (v) securities issued to employees, consultants, officers or directors equity ownership of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to such other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,entity.

New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock (of the Company, including Common Stock and/or and any series of Preferred Stock) of the Company , whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such capital stock; provided that . Notwithstanding the foregoing, the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (iia) securities issuable upon conversion or exercise of the securities purchased Series A Preferred Stock and the Series B Preferred Stock; (b) Common Stock offered to the public generally pursuant to a registration statement under the Securities Purchase AgreementAct in connection with a public offering; (c) up to an aggregate of 6,700,000 shares of Common Stock issued to employees, Series D Purchase Agreementofficers and directors of, Series E Recapitalization or Purchase Agreement;(iiiand consultants to, the Company; (d) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entityentity if such issuance is unanimously approved by the Board of Directors; (ive) securities issued pursuant to any borrowings, direct or indirect, borrowings by the Company from financial institutions or other Persons pursuant to the conversion of any debt security held by the Company, whether or not Shareholder which is currently authorizedoutstanding, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any with or without equity features including warrants, options or other rights to purchase capital stock and are whether or not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement if such issuance is unanimously approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (viif) securities issued in connection with obtaining lease financing, whether issued to a lessorlessor or guarantor, guarantor or other Personif such issuance is unanimously approved by the Board of Directors; (viiig) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ixh) up to 1,600,000 shares of Common Stock issued to another business or entity as part of a strategic investment in or business relationship with such other business or entity; (i) any right, option or warrant to acquire any security convertible into the securities issuable upon excluded from the exercise definition of warrants New Securities pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,subsections (a) through (i) above.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) or preferred stock of the Company Company, whether now authorized or not, and rights, options or warrants to purchase such capital Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into capital such Common Stock or preferred stock; provided provided, however, that the term "New Securities" does not include include: (i) securities purchased under shares of the Securities Purchase AgreementCompany's Common Stock (and/or options or warrants therefor) issued to employees, Series D Purchase Agreementofficers, dated July 2directors, 1999 (contractors, advisors or consultants of the "Series D Purchase Agreement"), the plan of recapitalization adopted Company pursuant to incentive agreements or plans unanimously approved by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E RecapitalizationEmployee Options") or Purchase Agreement); (ii) any securities issuable upon conversion of or with respect to any then outstanding shares of the Company's Series A, Series B or Series C preferred stock or Common Stock or other securities issuable upon conversion thereof; (iii) any securities issuable upon exercise of any of the options, warrants or rights (other than Employee Options)("Warrant Securities") outstanding as of the date hereof, any Warrant Securities hereafter unanimously approved by the Board of Directors of the Company, and any Common Stock or other securities purchased issuable upon the conversion of any Warrant Securities; (iv) shares of the Company's Common Stock or preferred stock issued in connection with any stock split or stock dividend; (v) securities offered by the Company to the public pursuant to a registration statement filed under the Securities Purchase AgreementAct; (vi) up to 50,000 shares of the Company's Common Stock (and/or options or warrants therefor) issued or issuable to nonaffiliate third parties providing the Company with equipment leases, Series D Purchase Agreementreal property leases, Series E Recapitalization loans, credit lines, guaranties of indebtedness, cash price reductions or Purchase Agreement;(iiisimilar financing, provided that this exception (vi) shall not apply unless the arrangement is unanimously approved by the Company's Board of Directors; or (vii) securities issued pursuant to the acquisition of another business entity corporation or business segment of any such entity by the Company by consolidation, merger, purchase of all or substantially all of the assets assets, or other reorganization whereby in which the Company will own more than acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such business other corporation or entity or business segment of any such entity; fifty percent (iv50%) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock more of the Company; (v) securities issued to employees, consultants, officers or directors equity ownership of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to such other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,entity.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, not and rights, rights options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include (i) any advances already made under the Thomson Kernaghan Debenture Acquisition Agreement dated September 25, 1998 and amended April 27, 1999 (ii) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (iiiii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii; (iv) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowingsborrowing, direct or indirect, from financial institutions or other Persons persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do borrowing does not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and or (ixvii) any right, option or warrant to acquire any security convertible into the securities issuable upon excluded from the exercise definition of warrants New Securities pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,subsections (i) through (vi) above.

New Securities. Except as set forth below, "New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company Equity Securities, whether now authorized or not, and rights, options or warrants to purchase such capital stocksaid Equity Securities. Notwithstanding the foregoing, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase AgreementCommon Stock issued or issuable to employees, Series D Purchase Agreementofficers, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders consultants or directors of the Company providing for pursuant to sales or options granted at any time after the conversion date of each share this Agreement (plus any of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") such shares which are repurchased at cost or Purchase Agreementas to which such options expire unexercised); (ii) securities issuable upon conversion or exercise of offered to the securities purchased public generally pursuant to a registration statement under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iiiAct; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity corporation by the Company by merger, purchase of substantially all of the assets or other reorganization whereby the Company will or its stockholders own more not less than fifty percent fifty-one (5051%) percent of the voting power of such business entity the surviving or business segment of any such entitysuccessor corporation; (iv) any borrowingsshares of Series C and Series D Preferred Stock issuable upon conversion of the Convertible Notes; (v) shares of Common Stock issued upon conversion of the Series A Preferred Stock, direct the Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock or indirect, from financial institutions Series F Preferred Stock; (vi) warrant or other Persons by warrants for the Company, whether or not currently authorized, including any type purchase of loan or payment evidenced by any type shares of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; Company (vand stock issued upon exercise of such warrant or warrants) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement which have been unanimously approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with Directors of the Company if such issuance is approved by the Board of Directorsand issued in connection with an equipment lease, equipment financing or bank line financing; (vii) securities stock issued in connection pursuant to any rights or agreements including without limitation convertible securities, options and warrants, provided that the rights of first refusal established by this Section 2.1 apply with obtaining lease financingrespect to the initial sale or grant by the Company of such rights or agreements, whether issued to a lessor, guarantor or other Person; (viii) securities stock issued in connection with any stock split, stock dividend dividend, stock combinations, recapitalizations or recapitalization of the like by the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,.

New Securities. New Securities" shall mean For so long as the Note is outstanding, Company will not issue any capital stock (including new shares of Common Stock and/or Preferred (or securities convertible or exchangeable into Common Stock) without the prior written consent of the Purchaser, such consent not to be unreasonably withheld; provided, however, that Company whether now authorized or not, is permitted to issue the following securities in the Company’s sole and rights, options or warrants to purchase such capital stock, and securities absolute discretion without the prior written consent of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include the: (i) securities purchased under the Securities Purchase Agreement, shares of Company’s Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B A Convertible Preferred Stock and 0.22222 of a share of the Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementA Warrants that are currently being offered by Company under that certain Term Sheet, dated September 4, 2008; (ii) securities issuable upon conversion or exercise the issuance of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus planoption plans or agreements approved by the Board of Directors and existing as of the date of October 3, agreement 2008, provided that stock options granted under plans in existence as of October 3, 2008 may be granted and provided that the exercise price of any such option will not be less than the exercise price of the Warrants, as adjusted; (ii) the issuance of securities in connection with acquisition transactions approved by the Board of Directors, provided that all amounts due and owing under the Note will be repaid prior to the closing of any such transaction; (iii) the issuance of securities to financial institutions or arrangement lessors in connection with commercial credit arrangements, equipment and vehicle financings or similar transactions approved by the Board of Directors; (viiv) shares of Common Stock issued upon conversion of or as dividends on the Series A Convertible Preferred Stock; (v) the issuance of securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is a registered public offering approved by the Board of Directors, provided that all amounts due and owing under the Note will be repaid out of the proceeds of an such registered public offering; (viivi) the issuance of securities issued in connection with obtaining lease financingpursuant to currently outstanding options, whether issued to a lessorwarrants, guarantor notes or other Person; (viii) rights to acquire securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ixvii) the issuance of securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between by the Company in connection with its currently contemplated sale and Norwest Bank Minnesotaissuance of up to 2,666,667 shares of Common Stock, National Association,on such terms and conditions as approved by the Board of Directors.

New Securities. For purposes of this Agreement, the term "New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders issued upon conversion of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementShares; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more not less than fifty fifty-one percent (5051%) of the voting power of such business entity or business segment of any such entity; (iviii) any borrowings, direct or indirect, from financial institutions or other Persons persons by the Company, whether or not currently presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (viv) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (viv) securities issued to vendors or customers or to other Persons persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (viivi) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Personperson if such issuance is approved by the Board of Directors; (vii) securities issued in a Qualified Public Offering (as defined in Section 13 below); (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) any right, option or warrant to acquire any security convertible into the securities issuable upon excluded from the exercise definition of warrants New Securities pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,subsections (i) through (viii) above.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) or preferred stock of the Company Company, whether now authorized or not, and rights, options or warrants to purchase such capital Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into capital such Common Stock or preferred stock; provided provided, however, that the term "New Securities" does not include include: (i) securities purchased under shares of the Securities Purchase AgreementCompany's Common Stock (and/or options or warrants therefor) issued to employees, Series D Purchase Agreementofficers, dated July 2directors, 1999 (contractors, advisors or consultants of the "Series D Purchase Agreement"), the plan of recapitalization adopted Company pursuant to incentive agreements or plans unanimously approved by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E RecapitalizationEmployee Options") or Purchase Agreement); (ii) any securities issuable upon conversion of or with respect to any then outstanding shares of the Company's Series A, Series B or Series C preferred stock or Common Stock or other securities issuable upon conversion thereof; (iii) any securities issuable upon exercise of any of the options, warrants or rights (other than Employee Options) ("Warrant Securities") outstanding as of the date hereof, any Warrant Securities hereafter unanimously approved by the Board of Directors of the Company, and any Common Stock or other securities purchased issuable upon the conversion of any Warrant Securities; (iv) shares of the Company's Common Stock or preferred stock issued in connection with any stock split or stock dividend; (v) securities offered by the Company to the public pursuant to a registration statement filed under the Securities Purchase AgreementAct; (vi) up to 50,000 shares of the Company's Common Stock (and/or options or warrants therefor) issued or issuable to nonaffiliate third parties providing the Company with equipment leases, Series D Purchase Agreementreal property leases, Series E Recapitalization loans, credit lines, guaranties of indebtedness, cash price reductions or Purchase Agreement;(iiisimilar financing, provided that this exception (vi) shall not apply unless the arrangement is unanimously approved by the Company's Board of Directors; or (vii) securities issued pursuant to the acquisition of another business entity corporation or business segment of any such entity by the Company by consolidation, merger, purchase of all or substantially all of the assets assets, or other reorganization whereby in which the Company will own more than acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such business other corporation or entity or business segment of any such entity; fifty percent (iv50%) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock more of the Company; (v) securities issued to employees, consultants, officers or directors equity ownership of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to such other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,entity.

New Securities. “New Securities" ” shall mean any capital stock (including Common Stock and/or Preferred Stock) offering by the Company of any Ordinary Shares or Preference Shares of the Company Company, whether now authorized or not, and rights, options options, or warrants to purchase such capital stockOrdinary Shares or Preference Shares, and securities of any type whatsoever that are, or may become, convertible into capital stocksaid Ordinary Shares or Preference Shares; provided provided, however, that the term "“New Securities" ” does not include include: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the issuable upon conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock any outstanding Preference Shares and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementNotes; (ii) securities issuable upon conversion or exercise of offered to the securities purchased public pursuant to a Registration Statement filed under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iiiAct; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity corporation by the Company by merger, purchase of substantially all of the assets assets, or other reorganization whereby the Company will own more owns not less than fifty fifty-one percent (5051%) of the voting power of such business entity corporation, including for the avoidance of doubt, securities issuable to Xxxxxxxx International Ltd. or business segment of any such entityits assigns pursuant to the Business Acquisition Agreement dated June 30, 2007; (iv) the Company’s Ordinary Shares (or related options) issued or issuable at any borrowingstime to employees, direct directors or indirect, from financial institutions or other Persons by consultants of the Company, whether or not currently authorizedany subsidiary, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock optionemployee share offering, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (viv) securities issued to vendors the Company’s Ordinary Shares or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities Preference Shares issued in connection with any stock share split, stock dividend share dividend, or recapitalization of by the Company; and (ixvi) securities issuable upon the exercise of warrants Series D Preferred Shares issued pursuant to the Warrant Agreement, dated June 23, 1998, between Company’s Mirror 2004 Special Purpose Stock Option Plan and the Ordinary Shares upon conversion thereof; and (vii) Ordinary Shares or Preference Shares (or related options or warrants) issued in connection with: (1) strategic transactions involving the Company and Norwest Bank Minnesotaother entities, National Association,including: (A) joint ventures, manufacturing, marketing or distribution arrangements; or (B) technology transfer or development arrangements; or (2) equipment lease transactions; provided, that such strategic or equipment lease transactions and the issuance of shares therein, have been approved by the Company’s Board of Directors.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of -------------- the Company Company, whether now authorized or not, and any rights, options options, or warrants to purchase such said capital stock, and securities of any type whatsoever that are, or may become, convertible into or exercisable for said capital stock; provided provided, --------- however, that the term "New Securities" does not include include: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (iia) securities issuable upon ------- conversion or exercise of the securities purchased under Convertible Securities issued or issuable on the Securities Purchase date of this Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii; (b) securities issued pursuant to the acquisition of another business entity or business segment of any such entity corporation by the Company by merger, purchase of substantially all of the assets assets, or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowingsreorganization, direct or indirect, from financial institutions or other Persons if approved by the Company, whether or not currently authorized, including any type 's Board of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, Directors; (c) options or other rights to purchase capital stock and are not convertible into capital stock shares of Common Stock granted pursuant to the Company; 's 1997 Stock Incentive Compensation Plan (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any other employee stock option, stock purchase or stock bonus plan, agreement or arrangement plan approved by the Board of Directors) or shares issuable upon exercise of such options; (vid) shares issuable upon exercise of warrants outstanding as of the date of this Agreement; (e) securities issued to vendors financial institutions or customers lessors in connection with commercial credit arrangements, equipment financing or similar transactions, provided such issuances are other than primarily for -------- equity financing purposes, limited to other Persons in similar commercial situations with an aggregate of no more than one-half percent (0.5%) of the Company if such issuance is Company's outstanding equity securities on an as-converted basis, and, approved by the Company's Board of Directors; (viif) securities issued to corporate partners or in connection with obtaining lease financing, whether other strategic alliances approved by the Company's Board of Directors; (g) shares issued without consideration pursuant to a lessorstock dividend, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Companysimilar transaction; and (ixh) securities issuable upon the exercise shares of warrants Series D Stock issued pursuant to the Warrant Purchase Agreement. Notwithstanding the foregoing, dated June 23Xxxxxx.xxx, 1998, between the Company Inc. shall be entitled to purchase its Pro Rata Share with respect to issuances described in (b) and Norwest Bank Minnesota, National Association,(f) of this Section.

New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock (of the Company, including Common Stock and/or and Preferred Stock) of the Company , whether or not now authorized or notauthorized, and rights, options or warrants to purchase such capital stock, said shares of Common Stock or Preferred Stock and securities of any type whatsoever that are, or may by their terms become, convertible into capital stock; provided that said shares of Common Stock or Preferred Stock. Notwithstanding the term foregoing, "New Securities" does do not include the following: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan shares of recapitalization adopted by the Board of Directors and stockholders of the Company providing for Common Stock issued upon the conversion of each share the Series A Preferred Stock; (ii) shares of Common Stock issued upon the conversion of the Series B Preferred Stock; (iii) shares of Common Stock into one share issued upon the conversion of the Series B Preferred Stock and 0.22222 of a share of Series E C Preferred Stock (iv) shares of Common Stock issued upon the "conversion of the Series E Recapitalization"D Preferred Stock (v) shares of Common Stock or Purchase AgreementPreferred Stock, or options or other rights to purchase Common Stock or Preferred Stock, issued or granted to employees, officers, directors and consultants of the Company pursuant to any one or more employee stock incentive plans or agreements either approved, or within an aggregate amount approved (currently 20,665,018 shares), by the Company's Board of Directors; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iiivi) securities issued or issuable pursuant to financing transactions approved by the Company's Board of Directors including, but not limited to, equipment leases or bank lines of credit, provided that the specific issuance is approved by the Board; (vii) shares of Common Stock or other securities issued as a dividend or distribution on, or in connection with a split of or recapitalization of, any of the capital stock of the Company; (viii) shares of capital stock of the Company issued pursuant to warrants outstanding as of the date hereof; (ix) securities issued by the Company pursuant to the acquisition of another business entity corporation or business segment of any such other entity by the Company by merger, purchase of all or substantially all of the assets capital stock or assets, or other reorganization whereby as a result of which the stockholders of the Company will own continue to hold more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock securities of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (viix) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) firm commitment underwritten Public Offering covering the offer and sale of securities issued in connection with any stock split, stock dividend or recapitalization of the Company; provided, however, that the foregoing exception shall not apply to the Xxxx Investors (as defined below) unless the Xxxx Investors or their affiliates are offered the right to purchase up to five percent (5%) of the securities offered in such Public Offering at the offering price per share, net of underwriters commissions or discounts, (xi) the 17,879,362 shares of Series A Common Stock to be issued in exchange for the 17,879,362 class A preferred exchangeable shares of 0000-0000 Xxxxxx Inc., or (xii) the 6,350,400 shares of Series A Preferred Stock to be issued in exchange for the 6,350,400 class B preferred exchangeable shares of 0000-0000 Xxxxxx Inc. (the shares referenced in (xi) and (ixxii) securities issuable upon the exercise of warrants above to be issued pursuant to the Warrant Agreement, dated June 23, 1998, Articles of 0000-0000 Xxxxxx Inc. and the Covenant Agreement between the Company and Norwest Bank Minnesota0000-0000 Xxxxxx Inc. dated November 24, National Association,1999). The "Xxxx Investors" shall mean Xxxx Capital Venture Fund, L.P., BCIP Associates II, BCIP Trust Associates II, BCIP Associates II-B, BCIP Trust Associates II-B and RGIP, LLC.

New Securities. New Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,not

New Securities. Except as set forth below, "New Securities" -------------- shall mean any shares of capital stock (of the Company, including Common Stock and/or Preferred Stock) and any series of the Company preferred stock, whether now authorized or not, and rights, options or warrants to purchase such capital said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into capital or exchangeable for said shares of Common Stock or preferred stock; provided that . Notwithstanding the term foregoing, "New Securities" does not include (ia) securities purchased the Registrable Securities, (b) Common Stock offered to the public generally pursuant to a registration statement under the Securities Purchase AgreementAct in connection with the Company's initial public offering, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iiic) securities issued (i) pursuant to the acquisition of another corporation or other business entity or business segment of any such entity by the Company by merger, purchase of all or substantially all of the assets or other reorganization whereby the Company will or its stockholders own more than fifty percent (50%) of the voting power of such business entity the surviving or business segment of any such successor corporation or entity; (iv) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance acquisition is approved by the Board of Directors; Directors of the Company, or (viiii) securities issued to any current or proposed vendors or customers of or service providers to the Company, or any unaffiliated entities in connection with corporate partnering or other business arrangements not issued for the primary purpose of obtaining lease financingequity financing for the Company, whether in each case approved by the Board of Directors of the Company, (d) Common Stock or Preferred Stock or related options, warrants or other rights to purchase such Common Stock or Preferred Stock issued to a lessoremployees, guarantor officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the Company, (e) stock issued pursuant to any rights, agreements or other Person; convertible securities, including without limitation options and warrants, that were outstanding on or before the date of this Agreement, (viiif) securities stock issued in connection with any stock split, stock dividend or recapitalization by the Company, or (g) warrants to acquire capital stock of the Company issued to a financial institution or equipment lessor in connection with a loan to the Company or equipment lease by the Company, in each case approved by the Board of Directors of the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,.

New Securities. For purposes of this Agreement, the term "New -------------- Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders issued upon conversion of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementShares; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more not less than fifty fifty-one percent (5051%) of the voting power of such business entity or business segment of any such entity; provided, to the extent such securities are issued below the Original Series C Issue Price (ivas defined in the Company's Fifth Amended and Restated Certificate of Incorporation), all such securities issued below such price do not exceed in the aggregate 10% of the total number of shares of Common Stock outstanding on a fully diluted basis; (iii) any borrowings, direct or indirect, from financial institutions or other Persons persons by the Company, whether or not currently presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features (including warrants, options or other rights to purchase capital stock), that collectively represent in excess of 250,000 shares of Common Stock (subject to stock dividends, stock splits and are not convertible into capital stock of the Companysimilar transactions); (viv) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors, which securities shall not represent in the aggregate more than 2,685,000 shares of Common Stock (subject to adjustment for stock dividends, stock splits and similar transactions) unless such number shall have been increased pursuant to Section 6(a)(i) of the Company's Fifth Amended and Restated Certificate of Incorporation; (viv) securities issued to vendors or customers or to other Persons persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (viivi) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Personperson if such issuance is approved by the Board of Directors; (vii) securities issued in a Qualified Public Offering (as defined in Section 13 below); (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) any right, option or warrant to acquire any security convertible into the securities issuable upon excluded from the exercise definition of warrants New Securities pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,subsections (i) through (viii) above.

New Securities. “New Securities" shall mean ” means any capital shares of the Company’s preferred stock (including Common Stock and/or “Preferred Stock”) of to be issued in the Company whether now authorized or notNext Financing; provided, and rightshowever, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "“New Securities" ” does not include include: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan shares of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the Common Stock issued or issuable upon conversion of each share any outstanding shares of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementStock; (ii) Common Stock or preferred stock issued in any offering concurrent with the offering in which the Purchaser is investing; (iii) shares of Common Stock or preferred stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the date that Reg A+ Offering is qualified by the Securities and Exchange Commission (the “SEC”) and any securities issuable upon the conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entitythereof; (iv) any borrowings, direct shares of Common Stock or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital preferred stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, split or stock dividend or recapitalization recapitalization; (v) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the date that the Reg A+ Offering is qualified by the SEC to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (vi) shares of the Company’s Series B Preferred Stock issued in the Reg A+ Offering and pursuant to this Agreement; (vii) any other shares of Common Stock or preferred stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; (viii) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act; and (ix) securities issuable upon any other shares of Company’s capital stock, the exercise issuance of warrants pursuant to which is specifically excluded by approval of the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,Board.

New Securities. For purposes of this Agreement, the term "New -------------- Securities" shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such capital stock; provided that the term "New Securities" does not include (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders issued upon conversion of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementShares; (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more not less than fifty fifty-one percent (5051%) of the voting power of such business entity or business segment of any such entity; (iviii) any borrowings, direct or indirect, from financial institutions or other Persons persons by the Company, whether or not currently presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company, in each case in an aggregate amount in excess of 250,000 shares of Common Stock (subject to stock dividends, stock splits and similar transactions); (viv) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (viv) securities issued to vendors or customers or to other Persons persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (viivi) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Personperson if such issuance is approved by the Board of Directors; (vii) securities issued in a Qualified Public Offering (as defined in Section 13 below); (viii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (ix) any right, option or warrant to acquire any security convertible into the securities issuable upon excluded from the exercise definition of warrants New Securities pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,subsections (i) through (viii) above.

New Securities. “New Securities" ” shall mean any capital stock (including Common Stock and/or Preferred Stock) offering by the Company of any Ordinary Shares or Preference Shares of the Company Company, whether now authorized or not, and rights, options options, or warrants to purchase such capital stockOrdinary Shares or Preference Shares, and securities of any type whatsoever that are, or may become, convertible into capital stocksaid Ordinary Shares or Preference Shares; provided provided, however, that the term "“New Securities" ” does not include include: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the issuable upon conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreementany outstanding Preference Shares; (ii) securities issuable upon conversion or exercise of offered to the securities purchased public pursuant to a Registration Statement filed under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iiiAct; (iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity corporation by the Company by merger, purchase of substantially all of the assets assets, or other reorganization whereby the Company will own more owns not less than fifty fifty-one percent (5051%) of the voting power of such business entity corporation, including for the avoidance of doubt, securities issuable to Xxxxxxxx International Ltd. or business segment of any such entityits assigns pursuant to the Business Acquisition Agreement dated June 30, 2007; (iv) the Company’s Ordinary Shares (or related options) issued or issuable at any borrowingstime to employees, direct directors or indirect, from financial institutions or other Persons by consultants of the Company, whether or not currently authorizedany subsidiary, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock optionemployee share offering, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (viv) securities issued to vendors the Company’s Ordinary Shares or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities Preference Shares issued in connection with any stock share split, stock dividend share dividend, or recapitalization of by the Company; and (ixvi) securities issuable upon the exercise of warrants Series D Preferred Shares issued pursuant to the Warrant Agreement, dated June 23, 1998, between Company’s Mirror 2004 Special Purpose Stock Option Plan and the Ordinary Shares upon conversion thereof; and (vii) Ordinary Shares or Preference Shares (or related options or warrants) issued in connection with: (1) strategic transactions involving the Company and Norwest Bank Minnesotaother entities, National Association,including: (A) joint ventures, manufacturing, marketing or distribution arrangements; or (B) technology transfer or development arrangements; or (2) equipment lease transactions; provided, that such strategic or equipment lease transactions and the issuance of shares therein, have been approved by the Company’s Board of Directors.

New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock (of the Company, including Common Stock and/or and Preferred Stock) of the Company , whether now authorized or not, and rights, options or warrants to purchase such said shares of capital stock, and securities of any type whatsoever that are, or may become, convertible into said shares of capital stock; provided that . Notwithstanding the term foregoing, "New Securities" does not include include: (i) securities purchased offered to the public generally pursuant to an underwritten registration statement under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the conversion of each share of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase Agreement; Act, (ii) securities issuable upon conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity corporation by the Company by merger, purchase of substantially all of the assets or other reorganization whereby the Company will or its stockholders own more than at least fifty percent (50%) of the voting power of such business entity the surviving or business segment of any such entity; successor corporation, (iviii) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock (a) shares of the Company; (v) securities 's Common Stock or outstanding options exercisable for the purchase of Common Stock issued to employees, consultantsofficers and directors of, officers or directors of and consultants and franchisees to, the Company Company, pursuant to the Company's 1996 Stock Plan (as hereinafter defined) as in effect on the date hereof or any stock option, stock purchase or stock bonus plan, agreement or arrangement incentive program approved by the Board of Directors; Directors of the Company, including at least one director elected by the holders of Preferred Shares, and (vib) securities issued to vendors shares of the Company's Common Stock reserved for issuance under the Company's 1996 Stock Plan as in effect on the date hereof or customers or to other Persons in similar commercial situations with the Company if such issuance is any incentive program approved by the Board of Directors; Directors of the Company, including at least one director elected by the holders of Preferred Shares; (viiiv) securities stock issued in connection pursuant to the exercise of any rights or agreements including, without limitation, convertible securities, options and warrants, provided that the rights of participation established by Section 2.1 shall apply with obtaining lease financing, whether issued respect to a lessor, guarantor the initial sale or other Person; grant by the Company of such rights or agreements, (viiiv) securities stock issued in connection with any stock split, stock dividend or recapitalization of by the Company; and (ix) securities issuable upon the exercise of warrants pursuant to the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,.

New Securities. “New Securities" shall mean ” means any capital shares of the Company’s preferred stock (including Common Stock and/or “Preferred Stock”) of to be issued in the Company whether now authorized or notNext Financing; provided, and rightshowever, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term "“New Securities" ” does not include include: (i) securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, dated July 2, 1999 (the "Series D Purchase Agreement"), the plan shares of recapitalization adopted by the Board of Directors and stockholders of the Company providing for the Common Stock issued or issuable upon conversion of each share any outstanding shares of the Series B Preferred Stock into one share of Series B Preferred Stock and 0.22222 of a share of Series E Preferred Stock (the "Series E Recapitalization") or Purchase AgreementStock; (ii) Common Stock or preferred stock issued in any offering concurrent with the offering in which the Purchaser is investing; (iii) shares of Common Stock or preferred stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the date that Reg A+ Offering is qualified by the Securities and Exchange Commission (the “SEC”) and any securities issuable upon the conversion or exercise of the securities purchased under the Securities Purchase Agreement, Series D Purchase Agreement, Series E Recapitalization or Purchase Agreement;(iii) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entitythereof; (iv) any borrowings, direct shares of Common Stock or indirect, from financial institutions or other Persons by the Company, whether or not currently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital preferred stock and are not convertible into capital stock of the Company; (v) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (vi) securities issued to vendors or customers or to other Persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (vii) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other Person; (viii) securities issued in connection with any stock split, split or stock dividend or recapitalization recapitalization; (v) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the date that the Reg A+ Offering is qualified by the SEC to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (vi) shares of the Company’s Series C Preferred Stock issued in the Reg A+ Offering and pursuant to this Agreement; (vii) any other shares of Common Stock or preferred stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; (viii) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act; and (ix) securities issuable upon any other shares of Company’s capital stock, the exercise issuance of warrants pursuant to which is specifically excluded by approval of the Warrant Agreement, dated June 23, 1998, between the Company and Norwest Bank Minnesota, National Association,Board.