Common use of Purchaser’s Rights Clause in Contracts

Purchaser’s Rights. if Trading in Common Stock is Suspended or Delisted. If at any time while the Purchaser (or any assignee thereof) owns any Securities, less than $400,000 of the Common Stock trades on the OTC Bulletin Board in any one week or there are fewer than six (6) market makers actively making a market in the Common Stock (or, if after the Closing Date the Common Stock is listed on any of the exchange, markets or trading facilities contemplated in Section 3.9, if the Common Stock is delisted or suspended from trading on such exchange, market or trading facility, other than as a result of the suspension of trading in securities on such market or exchange generally, or temporary suspensions pending the release of material information) for more than three (3) Trading Days, then, notwithstanding anything to the contrary contained in any Transaction Document, at the Purchaser's option exercisable by five (5) Business Days prior written notice to the Company, the Company shall repay the entire principal amount of then outstanding Debentures (and all accrued and unpaid interest thereon) and redeem all then outstanding Underlying Shares then held by the Purchaser, at an aggregate purchase price equal to the sum of (I) the aggregate outstanding principal amount of Debentures then held by the Purchaser divided by the Conversion Price on (a) the day prior to the date of such suspension or delisting, (b) the day of such notice or (c) the date of payment in full of the repurchase price calculated under this Section, whichever is less, and multiplied by the Average Price preceding (x) the day prior to the date of such suspension or delisting, (y) the day of such notice and (z) the date of payment in full of the repurchase price calculated under this Section, whichever is greater, (II) the aggregate of all accrued but unpaid interest and other non-principal amounts (including liquidated damages, if any) then payable in respect of all Debentures to be repaid, (III) the number of Underlying Shares then held by the Purchaser multiplied by the Average Price immediately preceding (x) the day prior to the date of such suspension or delisting, (y) the date of the notice or (z) the date of payment in full by the Company of the repurchase price calculated under this Section, whichever is greater, and (IV) interest on the amounts set forth in I - III above accruing from the 5th day after such notice until the repurchase price under this Section is paid in full at the rate of 15% per annum. If after the Original Issue Date the Common Stock shall be listed for trading or quoted on the Nasdaq SmallCap Market, Nasdaq National Market or any other national securities exchange or market, this provision shall similarly apply to any delistings or suspensions therefrom.

Purchaser’s Rights. if Trading in Common Stock is Suspended ---------------------------------------------------------- or Delisted. If In the event that at any time while within the Purchaser (or any assignee thereof) owns any Securitiesthree-year period after ----------- the date hereof, less than $400,000 trading in the shares of the Common Stock trades is suspended on or delisted from the OTC Bulletin Board in any one week or there are fewer than six Nasdaq National Market (6) market makers actively making a market in the Common Stock (or, if after the Closing Date the Common Stock is listed on any of the exchange, markets or trading facilities contemplated in Section 3.9, if the Common Stock is delisted or suspended from trading on such exchange, market or trading facility, other than as a result of the suspension of trading in securities on such market or exchange generally, generally or temporary suspensions pending the release of material information) for more information and other than three (3) Trading Days, then, notwithstanding anything to a suspension of trading if the contrary contained in any Transaction DocumentCommon Stock is quoted on the Nasdaq SmallCap Market within one Business Day after such suspension), at the each Purchaser's option exercisable by five (5) Business Days prior written notice to the Company, the Company shall repay the entire principal amount of then outstanding Debentures (and all accrued and unpaid interest thereon) repurchase and redeem as applicable, all then outstanding of the Convertible Debentures, Shares, Warrants, Underlying Shares then held and Warrant Shares owned by the Purchaser, such Purchaser at an aggregate purchase price equal to the sum of (II)(A) the aggregate outstanding principal amount product of Debentures then held by (1) the Purchaser divided by average Per Share Market Value for the Conversion Price on five (5) Trading Days immediately preceding (a) the day prior to the date of such suspension or delisting, (b) the day of such notice or (cb) the date of payment in full of the repurchase price calculated under this Section, whichever is less, and multiplied by the Average Price preceding (x) the day prior to the date of such suspension or delisting, (y) the day of such notice and (z) the date of payment in full of the repurchase price calculated under this SectionSection 4.10, whichever is greater, multiplied by (2) the Conversion Ratio on the date of the repurchase notice, (II) the aggregate of all accrued but unpaid interest and other non-principal amounts (including liquidated damages, if any) then payable in respect of all Debentures to be repaidWarrant Repurchase Price, (III) the number of Underlying Shares and Warrant Shares then held by the such Purchaser multiplied by the Average Price average Per Share Market Value for the five (5) Trading Days immediately preceding (x) the day prior to the date of such suspension or delisting, (yA) the date of the notice or (zB) the date of payment in full by the Company of the repurchase price calculated under this SectionSection 4.10, whichever is greater, and (IV) interest on the such amounts set forth in I - III above accruing from the 5th 7th day after such notice until the repurchase price under this Section 4.10 is paid in full at the rate of 15% per annum. If after the Original Issue Date the Common Stock shall be listed for trading or quoted on the Nasdaq SmallCap Market, Nasdaq National Market or any other national securities exchange or market, this provision shall similarly apply to any delistings or suspensions therefrom.

Purchaser’s Rights. if Trading in Common Stock is Suspended or Delisted. If at any time while the any Purchaser (or any assignee thereof) owns any SecuritiesPreferred Shares or Conversion Shares, less than $400,000 trading in the shares of the Common Stock trades is suspended on or delisted from the OTC Bulletin Board in American Stock Exchange or any one week or there are fewer than six (6) market makers actively making a market in the Common Stock (or, if after the Closing Date the Common Stock is listed on any of the exchange, markets or trading facilities contemplated in Section 3.9, if the Common Stock is delisted or suspended from trading on such exchange, other principal market or trading facility, exchange for such shares (other than as a result of the suspension of trading in securities on such market or exchange generally, generally or temporary suspensions pending the release of material information) for more than three (3) Trading Days, then, notwithstanding anything to five business days in the contrary contained in any Transaction Documentaggregate, at the Purchaser's option of any Purchaser exercisable by five (5) Business Days prior written notice to the CompanyCompany delivered after such suspension or delisting, the Company shall repay redeem, in cash, one-twentieth of the entire principal amount of then outstanding Debentures (Preferred Shares and all accrued and unpaid interest thereon) and redeem all then outstanding Underlying Conversion Shares then held by the such Purchaser, at an aggregate purchase price equal to the sum of (Ii) the aggregate outstanding principal amount number of Debentures then held Preferred Shares to be redeemed multiplied by the Purchaser divided by product of (1) the Conversion Price on average per share market value for the five (5) business days immediately preceding (a) the day prior to the date of such suspension or delisting, (b) the day of such notice or (cb) the date of payment in full of the repurchase redemption price calculated under this Section, whichever is lessgreater and (2) a fraction, the numerator of which is 1,000 and multiplied by the Average denominator of which is the Conversion Price preceding on (xa) the day prior to the date of such suspension the repurchase notice, or delisting, (y) the day of such notice and (zb) the date of payment in full of the repurchase redemption price calculated under pursuant to this Section, whichever is greaterlower, (IIii) the aggregate of all accrued but unpaid interest and other non-principal amounts (including liquidated damages, if any) then dividends payable in respect of all Debentures Preferred Shares to be repaidredeemed, (IIIiii) the number of Underlying Conversion Shares then held by the such Purchaser multiplied by the Average Price average per share market value for the five (5) business days immediately preceding (x) the day prior to the date of such suspension or delisting, (yA) the date of the notice or (zB) the date of payment in full by the Company of the repurchase redemption price calculated under this Section, whichever is greater, and (IViv) interest on the amounts set forth in I (i) - III (iii) above accruing from the 5th business day after such notice until the repurchase price under this Section is paid in full at the rate of 1514% per annum. If after the Original Issue Date the Common Stock The Company shall be listed for trading provide written notice of any redemption demand made pursuant to this Section to each other holder of Preferred Shares or quoted on the Nasdaq SmallCap Market, Nasdaq National Market or any other national securities exchange or market, this provision shall similarly apply to any delistings or suspensions therefromConversion Shares within 24 hours of its receipt thereof.

Purchaser’s Rights. if Trading in Common Stock is Suspended or Delisted. If In the event that at any time while within the Purchaser (or any assignee thereof) owns any Securities, less than $400,000 three-year period after the Closing Date trading in the shares of the Common Stock trades is suspended on the OTC Bulletin Board in any one week or there are fewer than six (6) market makers actively making a market in the Common Stock (or, if after the Closing Date the Common Stock is listed on any of the exchange, markets or trading facilities contemplated in Section 3.9, if the Common Stock is delisted or suspended from trading on such exchange, market or trading facility, other than as a result of the suspension of trading in securities on such market or exchange generally, generally or temporary suspensions pending the release of material information) or delisted from, the American Stock Exchange, unless immediately therewith the Common Stock is listed for trading in the Nasdaq National Market, the New York Stock Exchange or the Nasdaq SmallCap Market, for more than three (3) Trading Days, then, notwithstanding anything to the contrary contained in any Transaction Document, at the Purchaser's option exercisable by five (5) Business Days prior written notice to the Company, the Company shall repay the entire principal amount of then outstanding Debentures (and Convertible Debentures, redeem all accrued and unpaid interest thereon) Shares and redeem all then outstanding Underlying Shares then held by the Purchaser, at an aggregate purchase price equal to the sum of (I) the aggregate outstanding principal amount of Convertible Debentures then held by Purchaser multiplied by (1) the Purchaser divided by average Per Share Market Value for the Conversion Price on five (5) Trading Days immediately preceding (a) the day prior to the date of such suspension or delisting, (b) the day of such notice or (cb) the date of payment in full of the repurchase price calculated under this Section, whichever is less, and multiplied by the Average Price preceding (x) the day prior to the date of such suspension or delisting, (y) the day of such notice and (z) the date of payment in full of the repurchase price calculated under this SectionSection 4.12, whichever is greater, divided by (2) the Conversion Price on the date of the repurchase notice, (II) the aggregate of all accrued but unpaid interest and other non-principal amounts (including liquidated damages, if any) then payable in respect of all Convertible Debentures to be repaid, (III) the number of Underlying Shares then held by the Purchaser multiplied by the Average Price product of (1) the average Per Share Market Value for the five (5) Trading Days immediately preceding (xa) the day prior to of such notice or (b) the date of such suspension or delistingpayment in full of the redemption price calculated under this Section 4.12, whichever is greater, multiplied by the Exchange Ratio on the date of the redemption notice, (yIV) the aggregate of all accrued but unpaid dividends and all other amounts then due and payable on account of all Shares to be redeemed, (V) the number of Underlying Shares then held by Purchaser multiplied by the average Per Share Market Value for the five (5) Trading Days immediately preceding (A) the date of the notice or (zB) the date of payment in full by the Company of the repurchase price calculated under this Section, whichever is greater, and (IV) interest on the amounts set forth in I - III above accruing from the 5th day after such notice until the repurchase price under this Section is paid in full at the rate of 15% per annum. If after the Original Issue Date the Common Stock shall be listed for trading or quoted on the Nasdaq SmallCap Market, Nasdaq National Market or any other national securities exchange or market, this provision shall similarly apply to any delistings or suspensions therefrom.price