Common use of Right of First Refusal; Subsequent Registrations Clause in Contracts

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore"), offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock), unless (A) the Company delivers to Encore a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Datelater to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, officersconsultants, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants (including the Class B Warrants (as defined herein)) and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule 2.1(cSCHEDULE 2.1(C), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued upon conversion without giving rise to an Event of Preferred Stock and as payment Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of dividends thereon in accordance with the Certificate of DesignationDebentures, and (iv) securities shares of Composite TechnologiesCommon Stock issuable upon conversion of Debentures, Inc. as payment of interest thereon and Lamines CTEK Inc.(provided such securities are not convertible into upon exercise of the Warrants in accordance with the Debentures or exchangeable for Common Stock)the Warrants, respectively, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its their receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate principal amount of Debentures purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i), (ii) and (iiiv) of Section 3.12(a3.10(a), the Company shall not, for a period of not less than 90 Trading Days after the date that the Underlying Shares Registration Statement is declared effective by the Commission, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days Trading Days after the Closing Datedate the Underlying Shares Registration Statement is declared effective by the Commission, provided, that such 180 Trading Day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by the NASDAQ or such market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock Shares and as payment upon exercise of dividends thereon the Warrants in accordance with the Certificate of DesignationDesignation or the Warrants, (iv) a bona fide underwritten offering of Common Stock through a nationally recognized investment bank (a line of equity offering or similar type of financing shall not be deemed a bona fide underwritten offering of Common Stock) with proceeds in excess of $7,500,000, respectively, and (ivv) securities shares of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common StockStock issued as payment of the purchase price in connection with a Strategic Transaction (as defined below), unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its their receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.such

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), and (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock), unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 6:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its their receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially the on such other terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a)Section, if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) . If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate number of Shares purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount less than or in excess of the amount set forth in the Subsequent Placement Notice. Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to SCHEDULE 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iiiii) of Section 3.12(a3.9(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Shares Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days Trading Days after the Closing Effective Date, provided, that such 180 Trading Day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by the securities exchange or such market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option or employee stock purchase plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock), unless (A) the Company delivers to Encore a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.2.1

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days Trading Days after the Closing Effective Date, PROVIDED, that such 180 Trading Day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by the AMEX or such market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock Debentures and as payment upon exercise of dividends thereon the Warrants in accordance with the Certificate of DesignationDebentures or the Warrants, and (iv) securities shares of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into Common Stock issued in connection with a Strategic Transaction (as defined below) or exchangeable for Common Stock)as payment of purchase price in connection with a bona fide business combination, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.to

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), (iii) shares of Common Stock Underlying Shares issued pursuant to Section 3.16, upon conversion of Preferred Stock and Shares, as payment of dividends thereon thereon, and upon exercise of the Warrants in accordance with the Certificate Articles of DesignationAmendment or the Warrants, and respectively, or (iv) any securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into issued in connection with a strategic alliance or exchangeable for Common Stock)license agreement or marketing or similar joint venture agreement, unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedaffected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) required pursuant to the Registration Rights Agreement to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered in accordance with the Underlying Securities Registration Rights AgreementStatement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i), (ii) and (iiiv) of Section 3.12(a)3.11, the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (collectively, a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Effective Date, PROVIDED, that such 180 day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by any securities exchange or market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), except as with respect to any amendment or modification thereto, and (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock and as payment of dividends thereon Shares in accordance with the Certificate of Designation, Designation and (iv) securities upon exercise of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)the Warrants in accordance with their respective terms, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 5:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to so notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined . If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Registration Rights Agreement) Subsequent Placement Notice, then each Purchaser shall be entitled to be registered in accordance with provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the Registration Rights aggregate number of Shares purchased by such Purchaser under this Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), but the Company shall not, without not be required to accept financing from the prior written consent Purchasers in an amount in excess of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both amount set forth in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) aboveSubsequent Placement Notice.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act securities of any of its Affiliates that are exchangeable or convertible (a "Subsequent Placement"directly or indirectly) for a period shares of 180 days after the Closing DateCommon Stock, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) and directors, and including the issuance of shares upon exercise of options granted, under any stock option plan heretofore debt or hereinafter duly adopted by other instrument at any time over the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not life thereof convertible into or exchangeable for Common Stock)Stock (collectively, a "SUBSEQUENT PLACEMENT") until the expiration of the 180th day after the Effective Date, provided, that such 180 day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by any securities exchange or market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 6:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to EXHIBIT 10(A)-14. provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business 30 Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined . If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Registration Rights Agreement) Subsequent Placement Notice, then each Purchaser shall be entitled to be registered in accordance with provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the Registration Rights aggregate number of Shares purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. The right of first refusal set forth in this Section shall not apply to (i) the granting of options or warrants to employees, officers, consultants and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) directors, and the issuance of shares upon exercise of options and warrants granted, under any stock option plan or employee stock purchase plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Section 3.12(a), the Company shall not, without the prior written consent Common Stock issuable upon exercise of the Purchaser (i) issue or sell any currently outstanding warrants and upon conversion of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any currently outstanding convertible securities of the Company, both in the each case of (i) disclosed in SCHEDULE 2.1(C), but not with respect to any amendment or modification thereto, and (iiiii) for a period shares of not less than 90 Trading Days after Common Stock issuable upon exercise of the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) aboveWarrants in accordance with their respective terms.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, sale or grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days 90 Trading Days after the Effective Date for the immediately preceding Closing Dateor the expiration without a Closing of the time during which a Closing may take place hereunder, provided, that such 90 Trading Day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by the Nasdaq Stock Market or such market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan or stock purchase plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the CompanyCompany or pursuant to existing obligations, in each case disclosed in Schedule 2.1(c), and (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock Debentures and as payment upon exercise of dividends thereon the Warrants in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into Debentures or exchangeable for Common Stock)the Warrants, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on by the tenth (10th) Business fifth Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the aggregate principal amount of Debentures purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered, in an Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and a)(i)- (iiiii) of Section 3.12(a3.9(a), the Company shall not, for a period of not less than 90 Trading Days after each Effective Date without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale permit to be declared effective any registration statement which registers any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above. The restriction set forth in this Section 3.9(b) shall not apply to a registration of securities for the account of the Company and not for any Shareholders thereof with an underwritten public offering by the Company through a regionally or nationally recognized underwriter ("equity lines of credit", "warrant line financings" or similar financings structures shall not satisfy this exception).

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")Purchasers holding a majority of the Shares, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equity- equivalent securities in a including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (collectively, a "Subsequent Placement") for a period of 180 days after the Closing Effective Date, except provided, that such 180 day period shall be extended for the number of Trading Days during such period (iA) in which trading in the granting of options Common Stock is suspended by any securities exchange or warrants to employeesmarket or quotation system on which the Common Stock is then listed, officersor (B) during which the Underlying Shares Registration Statement is not effective, consultants or (other than placement agents, securities bankers or findersC) and directors, and during which the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted prospectus included in the Underlying Shares Registration Statement may not be used by the Company, (ii) shares issued upon exercise holders thereof for the resale of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)Underlying Shares, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 6:30 p.m. (New York City time) on the tenth (10th) Business Day seventh day after its receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company in the amount and on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the aggregate number of Shares purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. The right of firs refusal set forth in this Section shall not apply to (i) the granting of options or warrants to employees, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in the SEC Documents, but not with respect to any amendment or modification thereto, and (iii) shares of Common Stock issuable upon conversion of Shares in accordance with the Certificate of Designation in accordance with its respective terms. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Section 6(c) of the Registration Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iiiii) of Section 3.12(a3.9 (a), the Company shall not, for a period of not less than 90 Trading Days after the Effective Date, without the prior written consent of Purchasers holding a majority of the Purchaser Shares (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days after the Effective Date that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) aboveperiod.

Right of First Refusal; Subsequent Registrations. (a) The Subject to the provisions of Section 3.11(b), the Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 360 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) Common Stock issued on a primary basis pursuant to an underwritten public offering, so long as any shares of Common Stock sold in such underwritten offering are not sold at a price less than the average of the Per Share Market Values on the five (5) Trading Days immediately preceding the sale of such Common Stock and (iv) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon and upon exercise of the Warrant in accordance with the Certificate Articles of DesignationAmendment or the Warrant, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)respectively, unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement -13- Convertible Preferred Stock Purchase Agreement 15 Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Notwithstanding anything to the contrary contained in Section 3.11(a), the Company may conduct a Subsequent Placement without affording the Purchaser its right of first refusal set forth in Section 3.11(a) so long as (i) the amount of capital to be raised is not in excess of $2,000,000, (ii) the only investors permitted to participate (directly or indirectly) in the Subsequent Placement described in this Section 3.11(b) (a "Limited Placement") are Persons that the Company can prove to the Purchaser's satisfaction were beneficial owners of the capital stock of the Company on the Closing Date, and the Purchaser, as provided below, (iii) the securities issued in the Limited Placement may not be resold and no registration statement covering such shares or the resale thereof may be filed for a period of one (1) year following the consummation of such Limited Placement and (iii) (A) the Company shall have delivered to the Purchaser a written notice ("Limited Placement Notice") of its intention to effect such Limited Placement which Limited Placement Notice shall describe in reasonable detail the proposed terms of such Limited Placement, the amount of proceeds intended to be raised thereunder, the Persons with whom such Limited Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Limited Placement Notice of its willingness to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, up to forty (40%) percent of the financing in the Limited Placement on substantially the terms set forth in the Limited Placement Notice. If the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Limited Placement substantially upon the terms and to the Persons set forth in the Limited Placement Notice; provided, that the Company shall provide the Purchaser with a second Limited Placement Notice, and the Purchaser shall again have the right of first refusal set forth above in this paragraph (b)(i), if the Limited Placement subject to the initial Limited Placement Notice shall not have been consummated for any reason on the terms set forth in such Limited Placement Notice within thirty (30) Trading Days after the date of the initial Limited Placement Notice with the Persons identified in the Limited Placement Notice; and (c) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered in the Underlying Securities Registration in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and - (iiiv) of Section 3.12(a3.11(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.. -14- Convertible Preferred Stock Purchase Agreement 16

Right of First Refusal; Subsequent Registrations. (a) The the Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore"), offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in or any instrument that permits the holder thereof to acquire Common Stock at any time over the life of the security or investment at a transaction intended to be exempt price that is less than the market price of the Common Stock at the time of issuance of such security or not subject to registration under the Securities Act investment (a "Subsequent PlacementFinancing") for a period of 180 100 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, preferred stock in each case disclosed in Schedule 2.1(c3.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and the Shares, as payment of dividends thereon in respect thereof, or upon exercise of the Warrants in accordance with the Certificate of Designationtheir respective terms, and (iv) shares issued in connection with the capitalization or creation of a joint venture with a strategic partner (a Person whose business is primarily that of investing and selling of securities shall not be deemed a strategic partner), (v) shares issued to pay part or all of Composite Technologiesthe purchase price for the acquisition by the Company of a Person (which, Inc. for purposes of this clause (v), shall not include an individual or group of individuals) and Lamines CTEK Inc.(provided such securities are (vi) shares issued in a bona fide public offering by the Company of its (and not convertible into or exchangeable for Common Stock)of any of its stockholders') securities, unless (A) the Company delivers to Encore a written notice (the "Subsequent Placement Financing Notice") of its intention to effect such Subsequent PlacementFinancing, which Subsequent Placement Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent PlacementFinancing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement Financing shall be effectedaffected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore shall not have notified the Company by 5:00 p.m. (New York Salt Lake City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Financing Notice of its willingness to cause either or both of the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Financing Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement Financing substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Financing Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Financing Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement Financing subject to the initial Subsequent Placement Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Financing Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Financing Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Financing Notice.. The rights granted to Encore in this Section 4.9(a) are subject to the prior right of first refusal granted to Southbrook International Investments, Ltd. as and to the extent such rights, if any, exist on the date hereof, but not subject to any modifications, extensions or assignments of such rights of Southbrook International Investments, Ltd. (b) Except for (x) Underlying Shares, (y) and other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, Agreement and except as set forth on Schedule 6(c) to the Registration Rights Agreement (z) Common Stock to which securities may not be registered for resale in connection with financings permitted pursuant prior to paragraph (a)(i) and (ii) of Section 3.12(athe time the Registrable Securities are registered), the Company shall not, for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission, without the prior written consent of Encore on behalf of the Purchaser Purchasers, (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities Shares under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(cSCHEDULE 2.1(C), (iii) shares of Common Stock issued upon conversion of Preferred Stock Debentures and as payment of dividends interest thereon and upon exercise of the Warrant in accordance with the Certificate of DesignationDebentures or the Warrant, respectively, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into which may be issued in connection with a joint venture or exchangeable for Common Stock), strategic alliance unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedaffected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth fifth (10th5th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentationdocumentation (which, if the Purchaser shall have indicated willingness to provide such financing, the Purchaser shall use its reasonable and good faith effort to complete prior to twenty (20) Trading Days from the date of its notice to the Company to provide such financing), financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered in the Underlying Securities Registration in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (iiiv) of Section 3.12(a3.11(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Subject to the provisions of Section 3.11(b), the Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 360 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), (iii) Common Stock issued on a primary basis pursuant to an underwritten public offering, so long as any shares of Common Stock sold in such underwritten offering are not sold at a price less than the average of the Per Share Market Values on the five (5) Trading Days immediately preceding the sale of such Common Stock and (iv) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon and upon exercise of the Warrant in accordance with the Certificate Articles of DesignationAmendment or the Warrant, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)respectively, unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Notwithstanding anything to the contrary contained in Section 3.11(a), the Company may conduct a Subsequent Placement without affording the Purchaser its right of first refusal set forth in Section 3.11(a) so long as (i) the amount of capital to be raised is not in excess of $2,000,000, (ii) the only investors permitted to participate (directly or indirectly) in the Subsequent Placement described in this Section 3.11(b) (a "LIMITED PLACEMENT") are Persons that the Company can prove to the Purchaser's satisfaction were beneficial owners of the capital stock of the Company on the Closing Date, and the Purchaser, as provided below, (iii) the securities issued in the Limited Placement may not be resold and no registration statement covering such shares or the resale thereof may be filed for a period of one (1) year following the consummation of such Limited Placement and (iii) (A) the Company shall have delivered to the Purchaser a written notice ("LIMITED PLACEMENT NOTICE") of its intention to effect such Limited Placement which Limited Placement Notice shall describe in reasonable detail the proposed terms of such Limited Placement, the amount of proceeds intended to be raised thereunder, the Persons with whom such Limited Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Limited Placement Notice of its willingness to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, up to forty (40%) percent of the financing in the Limited Placement on substantially the terms set forth in the Limited Placement Notice. If the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Limited Placement substantially upon the terms and to the Persons set forth in the Limited Placement Notice; PROVIDED, that the Company shall provide the Purchaser with a second Limited Placement Notice, and the Purchaser shall again have the right of first refusal set forth above in this paragraph (b)(i), if the Limited Placement subject to the initial Limited Placement Notice shall not have been consummated for any reason on the terms set forth in such Limited Placement Notice within thirty (30) Trading Days after the date of the initial Limited Placement Notice with the Persons identified in the Limited Placement Notice; and (c) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered in the Underlying Securities Registration in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and - (iiiv) of Section 3.12(a3.11(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument in a transaction placement intended to be exempt or not subject to from the registration under requirements of the Securities Act (a "Subsequent Placement") for a period of 180 days after the any Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or rights and upon conversion of any currently outstanding convertible securities of the Company, preferred stock in each case disclosed in Schedule 2.1(c), and (iii) shares of Common Stock issued upon conversion of Preferred Stock and Debentures or as payment of dividends interest thereon in accordance with or upon exercise of the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)Warrants, unless (A) the Company delivers to Encore each Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedaffected (if known to the Company), and attached to which shall be a term sheet or similar document relating thereto and (B) Encore no Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth fifteenth (10th15th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore no Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice (if such Persons are set forth in the Subsequent Placement Notice) ; provided, that the Company shall provide Encore each Purchaser with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) (if any) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate principal amount of Debentures purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. Notwithstanding the foregoing, the Company need not disclose in a Subsequent Placement Notice the name of the Person with whom a Subsequent Placement shall be effected in the event the Person has required that the Company enter into a written confidentiality agreement with such Person which prohibits the disclosure of such Person's name to the Purchaser, in which event (i) the Company shall use its reasonable best efforts to obtain such other Person's consent to the disclosure of its name to the Purchase and (ii) in the event the Person will not consent to such disclosure, the Company shall provide a certificate to the Purchasers, executed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying that the Person with whom the Subsequent Placement shall be effected has required the Company to enter into a confidentiality agreement with such Person which prohibits the disclosure of such Person's name to the Purchasers, and that the Company has used its reasonable best efforts to have obtain such Person consent to such disclosure. (b) Except for (xw) Underlying Shares, (yx) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (zy) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) through (iii) of paragraph (a) of this Section, and (iiz) shares of Section 3.12(a), Common Stock to be registered for resale pursuant to the registration rights agreements set forth on Schedule 2.1(t) the Company shall not, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the CompanyCompany for, both in the either case of (i) and (ii) for above, a period of not less than 90 Trading Days after the later to occur of (a) the date that the Underlying Securities Registration Statement is declared effective by the CommissionCommission and (b) the last Closing hereunder. Any days that a Purchaser Purchasers is not permitted to sell Underlying Securities Shares under the Underlying Securities Registration Statement after the date that the Underlying Securities Registration Statement is first declared effective by the Commission shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Except as provided for in Schedule 3.12, the Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equity equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, security in each case disclosed in Schedule 2.1(c2.1 (c), (iii) shares of Common Stock issued upon conversion of Preferred Stock the Shares and as payment of dividends thereon Dividend Shares in accordance with the Certificate of DesignationDesignations, and (iv) securities shares of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common StockStock issued in connection with a Strategic Transaction (as defined below), ; unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, the date on which the Company reasonably expects such Subsequent Placement to close and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth fifth (10th5th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee designee, which must be an affiliate of the Purchaser, to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty sixty (3060) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares. If the Purchaser exercises its right of first refusal, (y) other "Registrable Securities" (as such term is defined the closing shall take place at the time contemplated in the Registration Rights Agreement) Subsequent Placement Notice, subject to be registered completion of mutually acceptable documentation, which the parties shall negotiate in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commissiongood faith. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the For purposes of (i) and (ii) above.of

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore"), offer, sell, grant any option to purchasepurchase (other than the warrants to be issued to Century in connection with the transactions contemplated by this Agreement), or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the each Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, preferred stock in each case disclosed in Schedule 2.1(c), (iii) shares of equity or equity-equivalent securities issued or issuable as part of a primary underwritten offering by the Company, (iv) shares of Common Stock issued upon conversion of Preferred Stock and Debentures, as payment of dividends thereon interest thereon, or upon exercise of the Warrants in accordance with the Certificate of Designationtheir respective terms, and (ivv) equity or equity-equivalent securities issued by the Company in connection with business combinations with non-affiliated third parties or acquisitions of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)non-affiliated third parties, unless (A) the Company delivers to Encore a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedaffected, and attached to which shall be a term sheet or similar document relating thereto thereto, and (B) Encore shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered (and as set forth in Schedule 6(b) to the Registration Rights Agreement) in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and through (iiv) of Section 3.12(a)paragraph (a) of this Section, the Company shall not, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the CompanyCompany for, both in the either case of (i) and (ii) for above, a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser Purchasers is not permitted to sell Underlying Securities Shares under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity equity, debt or equity-equivalent securities in or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), and (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock and as payment upon exercise of dividends thereon the Warrants in accordance with the Certificate of DesignationDesignation or the Warrants, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)respectively, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 6:30 p.m. (New York City time) on the tenth fifth (10th5th) Business Trading Day after its their receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially the on such other terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice.right (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iiiii) of Section 3.12(a3.9(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Shares Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The ------------------------------------------------ Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days -------------------- after the Closing Date, except (i) the granting of options or warrants to employees, officersconsultants, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) options or warrants to be granted to BankBoston N.A., Brighton Capital Ltd. and S3 Incorporated as referenced in the Transaction Documents or options or warrants to be issued to any bona fide joint venture or similar corporate partner, (iii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iiiiv) shares of Common Stock issued issuable upon --------------- conversion of Preferred Stock and as payment of dividends thereon and upon exercise of the Warrant in accordance with the Certificate of DesignationDesignation or the Warrant, and (ivv) securities shares of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)Stock issuable in any primary public offering of the Company (other than offerings resulting from "equity lines of credit") respectively, unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent --------------------------- Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th10/th/) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the -------- Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. Notwithstanding anything to the contrary contained herein, the right of first refusal granted hereunder shall be junior and subject to the right of first refusal held by the holders of the Company's Series A Convertible Preferred Stock, as such rights exist on the Closing Date. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Schedule 6(c) of the Registration's Rights ------------- Agreement to be registered, in the Underlying Securities Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iiv) of Section 3.12(a3.10(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (collectively, a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Effective Date, PROVIDED, that such 180 day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by any securities exchange or market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), except as with respect to any amendment or modification thereto, and (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock and as payment of dividends thereon Shares in accordance with the Certificate of Designation, Designation and (iv) securities upon exercise of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)the Warrants in accordance with their respective terms, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 5:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to so notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the aggregate number of Shares purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Section 6(c) of the Registration Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iiiii) of Section 3.12(a3.9 (a), the Company shall not, for a period of not less than 90 Trading Days after the Effective Date, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days after the Effective Date that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) aboveperiod.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")KA, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), and (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock the Shares and as payment upon exercise of dividends thereon the Warrants in accordance with the Certificate of DesignationDesignation or the Warrants, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)respectively, unless (A) the Company delivers to Encore KA a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore KA shall not have notified the Company by 5:00 p.m. (New York City Minnetonka, Minnesota time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser KA to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore KA shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore KA with a second Subsequent Placement Notice, and Encore KA shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty forty (3040) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (w) shares issued or registered in connection with the 1997 Debentures and the warrants issued in connection therewith, (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Securities Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and - (iiiii) of Section 3.12(a3.10(a), the Company shall not, without the prior written consent of the Purchaser KA (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Subject to the rights of Monsanto Company and the holders of the Company's Series 1998-A Convertible Preferred Stock, and the Series 1998-B Convertible Preferred Stock, if any, and except as provided for in Schedule 3.6, the Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equity equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, security in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock the Shares and as payment of dividends thereon Dividend Shares in accordance with the Certificate of DesignationDesignations, and (iv) securities shares of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common StockStock issued in connection with a Strategic Transaction (as defined below), ; unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, the date on which the Company reasonably expects such Subsequent Placement to close and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth fifth (10th5th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee designee, which must be an affiliate of the Purchaser, to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.effect

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") until the 120th Trading Day following the Effective Date provided, that such 120 Trading Day period shall be extended for a the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by the NASDAQ or such market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of 180 days after the Closing DateUnderlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) and directors, and the issuance or information technology consultants of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding options and warrants and upon conversion of any currently outstanding convertible securities or debt of the Company, in each case to the extent disclosed in Schedule 2.1(c)2.1 (c) but not with respect to any amendment or modification thereof, (iii) shares of Common Stock issued issuable upon conversion exercise of Preferred Stock and as payment of dividends thereon the Warrants in accordance with the Certificate of Designation, terms thereof and (iv) securities the granting of Composite Technologieswarrants to acquire up to an aggregate of 50,000 shares of Common Stock at a price per share of Common Stock equal to or greater than the market price of the Common Stock on the date of the issuance thereof, Inc. and Lamines CTEK Inc.(provided such securities are in connection with bona fide debt, credit or equipment financing transactions but shall not convertible into or exchangeable for Common Stock)include transactions in which the Company is issuing warrants to an entity whose primary business is investing in securities, unless (A) the Company delivers to Encore each Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 6:30 p.m. (New York City time) on the tenth fifth (10th) Business 5th)Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the such Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph Section (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the aggregate number of Shares purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. The rights of the Purchasers under this Section shall apply to each Subsequent Placement contemplated by the Company or such Subsidiary, regardless of any prior waivers or non-participation. (b) Except for (x) Underlying Shares, (y) Underlying Shares and other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company as set forth in Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iiiv) of Section 3.12(a3.8 (a), the Company shall notnot for a period of 90 Trading Days after the Effective Date, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register file a registration statement for the issuance or resale of any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days after the Effective Date that a Purchaser is not permitted or unable to sell utilize the prospectus or otherwise to resell Shares or Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) abovethis Section.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectlyindirectly (including through one or more Affiliates, other than principal stockholders of the Company), without the prior written consent of Encore Capital Managementthe Purchasers, L.L.C. ("Encore")issue or offer to issue shares of Common Stock or rights, offerwarrants, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase options or other disposition) any securities or debt that are convertible into or exchangeable for shares of its or its Affiliates' equity or equity-equivalent securities Common Stock in a transaction intended to be exempt or not subject to registration under the Securities Act ("Common Stock Equivalents"), at a "Subsequent Placement") for a period price per share less than the then market price of 180 days after the Closing Date, except (i) Common Stock at the granting time of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) and directors, and the original issuance of shares upon exercise of options granted, under any stock option plan heretofore such Common Stock or hereinafter duly adopted by Common Stock Equivalent (if the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities holder of the Company, in each case disclosed in Schedule 2.1(c)Common Stock or Common Stock (c) but not with respect to any amendment or modification thereof, (iii) shares of Common Stock issued issuable upon conversion exercise of Preferred Stock and as payment of dividends thereon the Warrants in accordance with the Certificate of Designationterms thereof, and (iv) securities issued in connection with an underwritten public offering of Composite Technologiesthe Company; (v) securities issued in connection with any merger, Inc. acquisition or consolidation, or purchase of assets or business from another person, so long as the Company is the surviving corporation and Lamines CTEK Inc.(provided that such securities are transaction is not convertible into or exchangeable primarily for the purpose of raising capital, and (vi) in connection with the issuance of Common Stock), not in excess of 1% of the Common Stock issued and outstanding on the Closing Date, upon the exercise of warrants or other rights granted to any bank other commercial financing institution, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedeffected (which, by its execution and delivery of this Agreement each Purchaser hereby agrees to keep confidential), and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 5:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser Purchasers to provide (or to cause its their sole designee to provide), subject to completion of mutually acceptable documentationdocumentation (which completion of documentation shall be expedited in good faith by the parties thereto) , financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date the Purchasers notify the Company of their unwillingness to provide such financing. If the Purchasers shall indicate a willingness to provide financing in excess of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate amount of Securities purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. Notwithstanding anything herein to the contrary, the rights under this Section 3.10(a) shall cease to be available with respect to any Purchaser on the date, if any, on which such Purchaser ceases to own a minimum of 20% of the sum of (i) the Shares purchased by it, (ii) the shares of Common Stock then issuable upon exercise of the Closing Warrant issued to it and (iii) the shares of Common Stock which have then vested pursuant to the Adjustment Warrant issued to it. (b) Except for (w) Shares, (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company set forth in to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iivi) of Section 3.12(a3.10(a), the Company shall not, for a period of not less than 90 Trading Days after the date that the Underlying Shares Registration Statement is declared effective by the Commission, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register except in the case of a bona fide underwritten public offering of the Company's securities, file a registration statement for the issuance or resale of any securities of the Company, both provided, that any adjustment relating to the Warrants shall apply in the case of (i) and (ii) for a period bona fide underwritten public offering of not less than 90 the Company's securities. Any Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Effective Date, provided, that such 180 day period shall be extended for the number of Trading Days during such period (A) in which trading in the Common Stock is suspended by any securities exchange or market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c2.1(C), (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock and as payment of dividends thereon Shares in accordance with the Certificate of DesignationDesignation and upon exercise of the Warrants in accordance with their terms, (iv) shares of Common Stock issued in connection with a Strategic Transaction (as defined below), and (ivv) securities issuances of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into shares of Common Stock as payment of the purchase price for an acquisition of assets or exchangeable for Common Stock)stock of an unaffiliated Person, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectlyindirectly (including through one or more Affiliates, other than principal stockholders of the Company), without the prior written consent of Encore Capital Managementthe Purchasers, L.L.C. ("Encore")issue or offer to issue shares of Common Stock or rights, offerwarrants, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase options or other disposition) any securities or debt that are convertible into or exchangeable for shares of its or its Affiliates' equity or equity-equivalent securities Common Stock in a transaction intended to be exempt or not subject to registration under the Securities Act ("Common Stock Equivalents"), at a price per share less than the then market price of the Common Stock at the time of the original issuance of such Common Stock or Common Stock Equivalent (if the holder of the Common Stock or Common Stock Equivalent so issued shall, at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, receive or be entitled to acquire shares of Common Stock at a price per share less than the market price of the Common Stock measured at the date of the original issuance of such originally issued Common Stock or Common Stock Equivalent, then such issuance shall be deemed to have occurred for less than the then such market value and such issuance shall be subject to the right of first refusal set forth in this Section) (any such issuance, a "Subsequent Placement") for a period of 180 days after from the Closing Date, except (i) Date to the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) and directors, and 180th day following the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted first date that the Underlying Shares Registration Statement is first declared effective by the Company, Commission, (iic) shares issued upon exercise of but not with respect to any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c)amendment or modification thereof, (iii) shares of Common Stock issued issuable upon conversion exercise of Preferred Stock and as payment of dividends thereon the Warrants in accordance with the Certificate of Designationterms thereof, and (iv) securities issued in connection with an underwritten public offering of Composite Technologiesthe Company, Inc. (v) securities issued in connection with any merger, acquisition or consolidation, or purchase of assets or business from another person, so long as the Company is the surviving corporation and Lamines CTEK Inc.(provided that such securities are transaction is not convertible into or exchangeable primarily for the purpose of raising capital, and (vi) in connection with the issuance of Common Stock), not in excess of 1% of the Common Stock issued and outstanding on the Closing Date, upon the exercise of warrants or other rights granted to any bank other commercial financing institution, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedeffected (which, by its execution and delivery of this Agreement each Purchaser hereby agrees to keep confidential), and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 5:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser Purchasers to provide (or to cause its their sole designee to provide), subject to completion of mutually acceptable documentationdocumentation (which completion of documentation shall be expedited in good faith by the parties thereto), financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date the Purchasers notify the Company of their unwillingness to provide such financing. If the Purchasers shall indicate a willingness to provide financing in excess of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate amount of Securities purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. Notwithstanding anything herein to the contrary, the rights under this Section 3.10(a) shall cease to be available with respect to any Purchaser on the date, if any, on which such Purchaser ceases to own a minimum of 20% of the sum of (i) the Shares purchased by it, (ii) the shares of Common Stock then issuable upon exercise of the Closing Warrant issued to it and (iii) the shares of Common Stock which have then vested pursuant to the Adjustment Warrant issued to it. (b) Except for (w) Shares, (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company set forth in to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iivi) of Section 3.12(a3.10(a), the Company shall not, for a period of not less than 90 Trading Days after the date that the Underlying Shares Registration Statement is declared effective by the Commission, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register except in the case of a bona fide underwritten public offering of the Company's securities, file a registration statement for the issuance or resale of any securities of the Company, both provided, that any adjustment relating to the Warrants shall apply in the case of (i) and (ii) for a period bona fide underwritten public offering of not less than 90 the Company's securities. Any Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the Closing Datelater to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, officersconsultants, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants (including the Class B Warrants (as defined herein)) and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule SCHEDULE 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued upon conversion without giving rise to an Event of Preferred Stock and as payment Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of dividends thereon in accordance with the Certificate of DesignationDebentures, and (iv) securities shares of Composite TechnologiesCommon Stock issuable upon conversion of Debentures, Inc. as payment of interest thereon and Lamines CTEK Inc.(provided such securities are not convertible into upon exercise of the Warrants in accordance with the Debentures or exchangeable for Common Stock)the Warrants, respectively, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its their receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate principal amount of Debentures purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i), (ii) and (iiiv) of Section 3.12(a3.10(a), the Company shall not, for a period of not less than 90 Trading Days after the date that the Underlying Shares Registration Statement is declared effective by the Commission, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectlyindirectly (including through one or more Affiliates, other than principal stockholders of the Company), without the prior written consent of Encore Capital Managementthe Purchasers, L.L.C. ("Encore")issue or offer to issue shares of Common Stock or rights, offerwarrants, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase options or other disposition) any securities or debt that are convertible into or exchangeable for shares of its or its Affiliates' equity or equity-equivalent securities Common Stock in a transaction intended to be exempt or not subject to registration under the Securities Act ("Common Stock Equivalents"), at a price per share less than the then market price of the Common Stock at the time of the original issuance of such Common Stock or Common Stock Equivalent (if the holder of the Common Stock or Common Stock Equivalent so issued shall, at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, receive or be entitled to acquire shares of Common Stock at a price per share less than the market price of the Common Stock measured at the date of the original issuance of such originally issued Common Stock or Common Stock Equivalent, then such issuance shall be deemed to have occurred for less than the then such market value and such issuance shall be subject to the right of first refusal set forth in this Section) (any such issuance, a "Subsequent Placement") for a period of 180 days after from the Closing DateDate to the 180th day following the first date that the Underlying Shares Registration Statement is first declared effective by the Commission, except (i) the granting grant or exercise of any stock or options which may hereafter be granted or warrants exercised under any employee benefit plan of the Company now existing or to employeesbe implemented in the future, officersor upon grant or exercise of any stock or options to or by an officer, consultants (other than placement agentsdirector, securities bankers employee, agent, consultant whether or finders) and directorsnot under a plan, and so long as the issuance of shares upon exercise such stock or options is approved by a majority of options granted, under any stock option plan heretofore the non-employee members of the Board of Directors of the Company or hereinafter duly adopted by a majority of the Companymembers of a committee of non-employee directors established for such purpose, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c)) but not with respect to any amendment or modification thereof, (iii) shares of Common Stock issued issuable upon conversion exercise of Preferred Stock and as payment of dividends thereon the Warrants in accordance with the Certificate of Designationterms thereof, and (iv) securities issued in connection with an underwritten public offering of Composite Technologiesthe Company, Inc. (v) securities issued in connection with any merger, acquisition or consolidation, or purchase of assets or business from another person, so long as the Company is the surviving corporation and Lamines CTEK Inc.(provided that such securities are transaction is not convertible into or exchangeable primarily for the purpose of raising capital, and (vi) in connection with the issuance of Common Stock), not in excess of 1% of the Common Stock issued and outstanding on the Closing Date, upon the exercise of warrants or other rights granted to any bank other commercial financing institution, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedeffected (which, by its execution and delivery of this Agreement each Purchaser hereby agrees to keep confidential), and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 5:30 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser Purchasers to provide (or to cause its their sole designee to provide), subject to completion of mutually acceptable documentationdocumentation (which completion of documentation shall be expedited in good faith by the parties thereto) , financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date the Purchasers notify the Company of their unwillingness to provide such financing. If the Purchasers shall indicate a willingness to provide financing in excess of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate amount of Securities purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. Notwithstanding anything herein to the contrary, the rights under this Section 3.10(a) shall cease to be available with respect to any Purchaser on the date, if any, on which such Purchaser ceases to own a minimum of 20% of the sum of (i) the Shares purchased by it, (ii) the shares of Common Stock then issuable upon exercise of the Closing Warrant issued to it and (iii) the shares of Common Stock which have then vested pursuant to the Adjustment Warrant issued to it. (b) Except for (w) Shares, (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered registered, and securities of the Company set forth in to Schedule 6(b) of the Registration's Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be registered for resale in connection with financings permitted issued pursuant to paragraph (a)(i) and - (iivi) of Section 3.12(a3.10(a), the Company shall not, for a period of not less than 90 Trading Days after the date that the Underlying Shares Registration Statement is declared effective by the Commission, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register except in the case of a bona fide underwritten public offering of the Company's securities, file a registration statement for the issuance or resale of any securities of the Company, both provided, that any adjustment relating to the Warrants shall apply in the case of (i) and (ii) for a period bona fide underwritten public offering of not less than 90 the Company's securities. Any Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Shares Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (collectively, a "Subsequent Placement") for a period of 180 days after the Closing Date, except provided, that such 180 day period shall be extended for the number of Trading Days(which in the aggregate, may not exceed a total of 90 calendar days) during such period (iA) in which trading in the granting of options Common Stock is suspended by any securities exchange or warrants to employeesmarket or quotation system on which the Common Stock is then listed, officersor (B) during which the Underlying Shares Registration Statement is not effective, consultants or (other than placement agents, securities bankers or findersC) and directors, and during which the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted prospectus included in the Underlying Shares Registration Statement may not be used by the Company, (ii) shares issued upon exercise holders thereof for the resale of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of Designation, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)Underlying Shares, unless (A) the Company delivers to Encore each of the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company in writing by 5:00 6:30 p.m. (New York City time) on the tenth (10th) Business seventh Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser commitment to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore with a second Subsequent Placement Notice, and Encore shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.,

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the effective date of the registration statement covering the underlying Shares issued pursuant to the Tranche 1 Closing Date(the "UNDERLYING SECURITIES REGISTRATION STATEMENT"), except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule SCHEDULE 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon in accordance with the Certificate of DesignationSecurities, and (iv) equity or equity-equivalent securities of Composite Technologiesissued in connection with strategic transactions involving the Company and other entities, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into including, without limitation, joint ventures, marketing or exchangeable for Common Stock)distribution agreement, technology transfer or development arrangements unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement NoticeSUBSEQUENT PLACEMENT NOTICE") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore no Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth fifth (10th5th) Business Day after its receipt of the Subsequent Placement Notice of its willingness to cause the such Purchaser to provide (or to cause its sole designee Designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially terms no less favorable to the Company than those terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its intention to enter into provide such negotiations financing within such time periodperiod or shall fail to provide such financing within thirty (30) Business Days after notifying the Company of its intention to provide such financing (the "PURCHASERS RIGHT EXPIRATION DATE"), the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; providedPROVIDED, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after (x) the date the Purchasers notify the Company of their unwillingness to provide such financing or (y) the initial Subsequent Placement Notice with Purchasers Right Expiration Date, as the Person (or an Affiliate of such Person) identified in the Subsequent Placement Noticecase may be. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered in the Underlying Securities Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i), (iii) and (iiiv) of Section 3.12(a3.11(a), the Company shall not, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) each case, for a period of not less than 90 Trading Business Days after the date that any registration statement covering the resale of any of the Shares, Adjustment Shares and the Underlying Securities Shares by the Purchasers meeting the requirement of the Registration Statement Rights Agreement is declared effective by the Commission. Any days that a any Purchaser is not permitted unable to sell Underlying Securities under the Underlying Securities Registration Statement any such registration statement shall be added to such 90 Trading Business Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. the Purchasers ("Encore"which shall not be unreasonably withheld), offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days until the 180th day after each Underlying Shares Registration Statement is first declared effective by the Closing DateCommission, except (i) the granting of options or warrants to employees, officers, directors, consultants (and other than placement agents, securities bankers or finders) and directorsservice providers , and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding options and warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case to the extent disclosed in Schedule 2.1(c)2.1 (c) but not with respect to any amendment or modification thereof, (iii) shares of Common Stock issued issuable upon conversion exercise of Preferred Stock and as payment of dividends thereon the Warrants in accordance with the Certificate terms thereof, (iv) shares of DesignationCommon Stock issuable in connection with a Strategic Transaction (as defined below), (v) an underwritten public offering of the Common Stock resulting in net proceeds to the Company in excess of $10,000,000, (vi) one or more fixed price private placements pursuant to which no registration rights will be permitted until the later of (1) the 30th day following the Second Vesting Date, or (2) the 180th day following the Closing Date, (vii) an offering of the Company's securities that occurs after the 30th Trading Day following the Second Vesting Date, (viii) warrants issuable to Brighton Capital, Ltd. in connection with this transaction and the issuance of shares upon exercise thereof, (ix) warrants to be issued by the Company to Kingsbridge Capital Limited to purchase 25,000 shares of Common Stock and the issuance of shares upon exercise thereof, and (ivx) securities the granting of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into warrants to purchase up to 10,000 shares of Common Stock in connection with equipment leasing or exchangeable for Common Stock)other debt financing transactions, unless (A) the Company delivers to Encore each Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore such Purchaser shall not have notified the Company by 5:00 5:30 p.m. (New York City time) on the tenth second (10th2nd) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the such Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.again

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any 9 currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), and (iii) shares of Common Stock issued upon conversion of Preferred Stock and as payment of dividends thereon and upon exercise of the Warrant in accordance with the Certificate of DesignationDesignation or the Warrant, and (iv) securities of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)respectively, unless (A) the Company delivers to Encore the Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchaser shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchaser with a second Subsequent Placement Notice, and Encore the Purchaser shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registrations Rights Agreement to be registered in the Underlying Securities Registration in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (iiiii) of Section 3.12(a3.11(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction substantially similar in nature to the transaction hereunder and intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Preferred Stock Debentures and as payment of dividends interest thereon and upon exercise of the Warrant in accordance with the Certificate of DesignationDebentures or the Warrant, respectively, and (iv) securities of Composite Technologieswhich may be issued in connection with a joint venture, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into strategic alliance or exchangeable for Common Stock), a financing with a commercial bank unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effectedaffected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth fifth (10th5th) Business Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentationdocumentation (which, if the Purchasers shall have indicated willingness to provide such financing, the Purchasers shall use its reasonable and good faith effort to complete prior to twenty (20) Trading Days from the date of its notice to the Company to provide such financing), financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall fail to notify the Company of its intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Schedule 6(b) of the Registration's Rights Agreement to be registered in the Underlying Securities Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (iiiv) of Section 3.12(a3.11(a), the Company shall not, without the prior written consent of the Purchaser Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) Company for a period of not less than 90 Trading Days 60 days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted unable to sell Underlying Securities Shares under the Underlying Securities Registration Statement shall be added to such 90 Trading Day 60 day period for the purposes of (i) and (ii) above.

Right of First Refusal; Subsequent Registrations. (a) The Company ------------------------------------------------ shall not, directly or indirectly, without the prior written consent of Encore Capital Management, L.L.C. ("Encore")the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a including the issuance of any debt or other instrument at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the -------------------- Closing Date, except (i) the granting of options or warrants to employees, officers, consultants (other than placement agents, securities bankers or finders) officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule -------- 2.1(c), (iii) shares of Common Stock issued issuable upon conversion of Preferred Stock Debentures and as payment ------ upon exercise of dividends thereon the Warrants in accordance with the Certificate Debentures or the Warrants, respectively, (iv) shares of DesignationCommon Stock issued as payment of the purchase price in connection with a Strategic Transaction (as defined below), and (ivv) securities shares of Composite Technologies, Inc. and Lamines CTEK Inc.(provided such securities are not convertible into or exchangeable for Common Stock)Stock issued in connection with a public offering, unless (A) the Company delivers to Encore the Purchasers a written notice (the "Subsequent ---------- Placement Notice") of its intention to effect such Subsequent Placement, which ---------------- Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Encore the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th10/th/) Business Trading Day after its their receipt of the Subsequent Placement Notice of its their willingness to cause the Purchaser Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on substantially the same terms set forth in the Subsequent Placement Notice. If Encore the Purchasers shall notify the Company of their intention to enter into negotiations, the closing of such financing shall occur at a date no later than thirty (30) Trading Days after the Company's receipt of such notification. If the Purchasers shall fail to notify the Company of its their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide Encore the -------- Purchasers with a second Subsequent Placement Notice, and Encore the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Business Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. (b) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, and (z) Common Stock to be registered for resale in connection with financings permitted pursuant to paragraph (a)(i) and (ii) of Section 3.12(a), the Company shall not, without the prior written consent of the Purchaser (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register for resale any securities of the Company, both in the case of (i) and (ii) for a period of not less than 90 Trading Days after the date that the Underlying Securities Registration Statement is declared effective by the Commission. Any days that a Purchaser is not permitted to sell Underlying Securities under the Underlying Securities Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.to