Common use of Right to Participate in Certain Sales of Additional Securities Clause in Contracts

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to each Eligible Stockholder, identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer to each Eligible Stockholder the opportunity to purchase its Pro Rata Share of the securities proposed to be sold by the Company on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third party. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Pro Rata Share, the Electing Purchasers may purchase the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into shares of Common Stock)). (c) The Company's offer to the Eligible Stockholders shall remain open and irrevocable, for a period of thirty (30) days. Any securities so offered which are not purchased pursuant to such offer may be sold by the Company, at any time within one hundred twenty (120) days following the termination of the above-referenced 30-day period, but such securities may not be sold on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company after such 120-day period without renewed compliance with this Section 8.1. (d) Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights to subscribe for shares of its Common Stock (as appropriately adjusted for stock splits, stock dividend and the like) to officers, employees and directors of the Company pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the Closing, (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreement.

Right to Participate in Certain Sales of Additional Securities. (a) The Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, Company or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written offer notice (the “Preemptive Rights Notice”) to each Eligible Stockholder, the Investors identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Investor the opportunity to purchase its Pro Rata Share Allotment (as hereinafter defined) of the securities proposed Offered Securities (subject to be sold by increase for over-allotment if any of the Company Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Pro Rata Share, the Electing Purchasers may purchase the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into shares of Common Stock)). (c) The Company's ’s offer to the Eligible Stockholders Investors shall remain open and irrevocable, irrevocable for a period of thirty (30) daysdays during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30-) day period. For purposes of this Section 3.1, but each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such securities may not be sold on terms and conditions, including price, that are more favorable Investor (as determined in accordance with Section 1.2 hereof) bears to the purchaser than those set forth in such offertotal number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). No securities may be sold by the Company after such 120-day period without renewed compliance with this Section 8.1. (d) Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company may of (i) issue options, warrants or rights up to subscribe for 17,350,204 shares of its Common Stock (and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividend dividends, recapitalizations and the likelike (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and directors consultants pursuant to stock and options plans approved by a majority of the Company pursuant to the terms Board of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the ClosingDirectors, (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splitsStock, stock dividends and the like); (iii) issue shares securities as a result of its any stock split, stock dividend or combination of the Company’s Common Stock Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of another Company approved consistent with Section 6.1; the Board of Directors, (ivvii) issue shares of its Common Stock securities pursuant to the exercise any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the outstanding options listed on Exhibit D hereto Board of Directors, (as appropriately adjusted for stock splitsviii) securities in connection with strategic transactions involving the Company and other entities, stock dividends including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the like)issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (vx) issue shares securities purchased by Cisco pursuant to Section 5A.3 of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Series F Purchase Agreement.

Right to Participate in Certain Sales of Additional Securities. (a) The Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, Company or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written offer notice (the “Preemptive Rights Notice”) to each Eligible Stockholder, the Investors identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Investor the opportunity to purchase its Pro Rata Share Allotment (as hereinafter defined) of the securities proposed Offered Securities (subject to be sold by increase for over-allotment if any of the Company Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Pro Rata Share, the Electing Purchasers may purchase the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into shares of Common Stock)). (c) The Company's ’s offer to the Eligible Stockholders Investors shall remain open and irrevocable, irrevocable for a period of thirty (30) daysdays during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30-) day period. For purposes of this Section 3.1, but each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such securities may not be sold on terms and conditions, including price, that are more favorable Investor (as determined in accordance with Section 1.2 hereof) bears to the purchaser than those set forth in such offertotal number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). No securities may be sold by the Company after such 120-day period without renewed compliance with this Section 8.1. (d) Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company may of (i) issue options, warrants or rights up to subscribe for 17,350,204 shares of its Common Stock (and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividend dividends, recapitalizations and the likelike (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and directors consultants pursuant to stock and options plans approved by a majority of the Company pursuant to the terms Board of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the ClosingDirectors, (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splitsStock, stock dividends and the like); (iii) issue shares securities as a result of its any stock split, stock dividend or combination of the Company’s Common Stock Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of another Company approved consistent with Section 6.1; the Board of Directors, (ivvii) issue shares of its Common Stock securities pursuant to the exercise any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the outstanding options listed on Exhibit D hereto Board of Directors, (as appropriately adjusted for stock splitsviii) securities in connection with strategic transactions involving the Company and other entities, stock dividends including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the like)issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (vx) issue shares securities purchased by Cisco pursuant to Section 5A.3 of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Series F Purchase Agreement.”

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to each Eligible Stockholder, the Investors identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Investor the opportunity to purchase its Pro Rata Share (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders Investors than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Investor's "Pro Rata Share, " of such securities shall be based on the Electing Purchasers may purchase ratio which the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned held by such Electing Purchasers (assuming it bears to all the full conversion of any shares of the capital stock of the Company convertible into issued and outstanding shares of Common Stock)). (c) Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company's offer to the Eligible Stockholders Investors shall remain open and irrevocable, irrevocable for a period of thirty (30) 30 days, and Investors who elect to purchase shall have the first right to take up and purchase any shares or other securities which other Investors do not elect to purchase, based on the relative holdings of the electing purchasers. Any securities so offered which are not purchased pursuant to such offer may be sold by the CompanyCompany but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced 30-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 12090-day period without renewed compliance with this Section 8.1. (d) 5.1. Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights to subscribe for shares of its Common Stock (as appropriately adjusted for stock splits, stock dividend and the like) to its officers, employees employees, advisors, consultants, and directors of the Company with respect to options to purchase up to an aggregate 1,231,985 shares pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as in effect as of the Closingdate hereof, and (ii) issue shares of its Common Stock Conversion Shares upon the conversion of the Series Convertible Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like)Shares, and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreementthis Section 5 shall not apply with respect to such issuances.

Right to Participate in Certain Sales of Additional Securities. (a) The Notwithstanding anything to the contrary in the Articles of Incorporation, the Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to the Investors and the Shareholders (including for all purposes of this Section 6 each Eligible Stockholder, permitted transferee of a Shareholder pursuant to Section 5.1(b)) identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Investor and Shareholder the opportunity to purchase its Pro Rata Share (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Investors or Shareholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders Investors and Shareholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Investor's or Shareholder's "Pro Rata Share, " of such securities shall be based on the Electing Purchasers may purchase ratio which the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned held by such Electing Purchasers (assuming he, she or it bears to all the full conversion of any shares of the capital stock of the Company convertible into issued and outstanding shares of Common Stock)). (c) Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company's offer to the Eligible Stockholders Investors and Shareholders shall remain open and irrevocable, irrevocable for a period of thirty (30) 30 days, and Investors and Shareholders who elect to purchase shall have the first right to take up and purchase any shares or other securities which other Investors or Shareholders do not elect to purchase, based on the relative holdings of the electing purchasers. Any securities so offered which are not purchased pursuant to such offer may be sold by the CompanyCompany but only on the terms and conditions set forth in the initial offer to the Investors and Shareholders, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced 30-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 12090-day period without renewed compliance with this Section 8.1. (d) 6.1. Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights to subscribe for options and shares of restricted stock to its Common Stock (as appropriately adjusted for stock splits, stock dividend officers and the like) employees with respect to officers, employees and directors of the Company up to 75,000 shares pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the Closing, (ii) issue shares of its Common Stock Conversion Shares upon the conversion of the Series Convertible Preferred Stock (as appropriately adjusted for stock splitsShares, stock dividends and the like); this Section 6 shall not apply with respect to such issuances and (iii) issue shares securities as a result of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise any stock split, stock dividend, reclassification or reorganization of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option AgreementCompany's stock.

Right to Participate in Certain Sales of Additional Securities. (aA) The Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the "Offered Securities") unless the Company first submits a written offer notice (the "Preemptive Rights Notice") to each Eligible Stockholder, the Qualified Investors identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant , and offers to such notice, the Company shall offer to each Eligible Stockholder Qualified Investors the opportunity to purchase its their respective Pro Rata Share Allotment (as hereinafter defined) of the securities proposed to be sold by the Company Offered Securities on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Pro Rata Share, the Electing Purchasers may purchase the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into shares of Common Stock)). (c) The Company's offer to the Eligible Stockholders Qualified Investors shall remain open and irrevocable, irrevocable for a period of thirty fifteen (3015) daysBusiness Days during which time the Qualified Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by the Qualified Investors. Any securities so offered which are not purchased by the Qualified Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Qualified Investors, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced 3015-day period. For purposes of this Section 3.1, but such the Qualified Investors' "Pro Rata Allotment" of securities may not shall be sold based on terms and conditions, including price, that are more favorable the ratio which the shares of Common Stock held by the Qualified Investors (as determined in accordance with Section 1.2 hereof) bears to the purchaser than those set forth in such offer. No securities may be sold by total number of shares of Common Stock outstanding on the Company after such 120-day period without renewed compliance with this Section 8.1date of the Preemptive Rights Notice (and determined on an as converted basis). (dB) Notwithstanding the foregoing, the rights to purchase set forth in Section 3.1(a) above shall be inapplicable with respect to any issuance or proposed issuance by the Company may of (i) issue options, warrants or rights up to subscribe for 11,770,000 shares of its Common Stock (as appropriately adjusted for stock splits, stock dividend dividends, recapitalizations and the like) to officers, employees and directors of the Company pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the Closing, issued (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of options or otherwise) to the outstanding Company's employees, directors and consultants pursuant to employee stock and option plans approved by the Company's Board of Directors, (ii) any additional shares of Common Stock issued (pursuant to the exercise of options listed on Exhibit D hereto or otherwise) to the Company's employees, directors, and consultants, provided that each such issuance is unanimously approved by the Board of Directors, (iii) any Common Stock which may be issued upon conversion of the Preferred Stock, (iv) shares issued for consideration other than cash in connection with a merger, consolidation, acquisition, or similar business combination approved by the Board of Directors, including the Investor Representatives (as appropriately adjusted for defined in Section 4.1(a)), (v) shares of Common Stock issued (pursuant to the exercise of warrants or otherwise) in connection with any capital lease arrangements or debt financing from a bank or similar financial institution, provided that the transaction is approved by the Board of Directors, including the Investor Representatives, and that the primary purpose of such transaction is other than equity financing, (vi) any shares of Common Stock issued (pursuant to the exercise of warrants or otherwise) in connection with any strategic equity investment in the Company by any customers of the Company, joint ventures, marketing or distribution arrangements provided that such strategic transactions and the issuance of such Common Stock has been approved by a majority of the Board of Directors, including the Investor Representatives, (vii) any Common Stock issued or issuable by reason of a stock splitssplit, stock dividends and dividend or other distribution shares of Common Stock, (viii) any shares of Common Stock issued by the like)Company in its initial public offering, and (vix) issue securities issued upon conversion or exercise of convertible or exercisable securities previously issued in compliance with this Section 3. For the avoidance of doubt, the issuance of shares of its capital stock as contemplated Common Stock to BT pursuant to the Stock Purchase Agreement shall be deemed an issuance of shares of Common Stock by the Contribution Agreements and the Colonial Option AgreementCompany to which Section 3.1(a) above shall be inapplicable.

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exercisable or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to the Investors and the Shareholders (including for all purposes of this Section 6 each Eligible Stockholder, permitted transferee of a Shareholder pursuant to Section 5.1(b)) identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Investor and Shareholder the opportunity to purchase its Pro Rata Share (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Investors or Shareholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders Investors and Shareholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Investor's or Shareholder's "Pro Rata Share, " of such securities shall be based on the Electing Purchasers may purchase ratio which the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned held by such Electing Purchasers (assuming he, she or it bears to all the full conversion of any shares of the capital stock of the Company convertible into issued and outstanding shares of Common Stock)). (c) Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company's offer to the Eligible Stockholders Investors and Shareholders shall remain open and irrevocable, irrevocable for a period of thirty (30) 20 days, and Investors and Shareholders who elect to purchase shall have the first right to take up and purchase any shares or other securities which other Investors or Shareholders do not elect to purchase, based on the relative holdings of the electing purchasers. Any securities so offered which are not purchased pursuant to such offer may be sold by the CompanyCompany but only on the terms and conditions set forth in the initial offer to the Investors and Shareholders, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced 3020-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 12090-day period without renewed compliance with this Section 8.1. (d) 6.1. Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights options to subscribe for its officers and employees with respect to up to 3,625,000 shares of its Common Stock pursuant to the Plan (as appropriately adjusted subject to adjustments for stock splits, stock dividend dividends and the like) to officers, employees and directors of the Company pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the Closing, (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreement.Conversion Shares,

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to the Investors and the Stockholders (including for all purposes of this Section 6 each Eligible Stockholder, permitted transferee of a Stockholder pursuant to Section 5.1(b)) identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Investor and Stockholder the opportunity to purchase its Pro Rata Share (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Investors or Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Investors and Stockholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Investor's or Stockholder's "Pro Rata Share, " of such securities shall be based on the Electing Purchasers may purchase ratio which the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned held by such Electing Purchasers (assuming he or it bears to all the full conversion of any shares of the capital stock of the Company convertible into issued and outstanding shares of Common Stock)). (c) Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company's offer to the Eligible Investors and Stockholders shall remain open and irrevocable, irrevocable for a period of thirty (30) 30 days, and Investors and Stockholders who elect to purchase shall have the first right to take up and purchase any shares or other securities which other Investors or Stockholders do not elect to purchase, based on the relative holdings of the electing purchasers. Any securities so offered which are not purchased pursuant to such offer may be sold by the CompanyCompany but only on the terms and conditions set forth in the initial offer to the Investors and Stockholders, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced 30-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 12090-day period without renewed compliance with this Section 8.1. (d) 6.1. Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights to subscribe for options and shares of its Common Stock (as appropriately adjusted for stock splitsto its officers, stock dividend employees, advisors, consultants, directors and the like) ESOP with respect to officers, employees and directors of the Company up to an aggregate 609,685 shares pursuant to the terms 1997 Stock Option Plan as in effect as of the date hereof, (ii) reissue to its officers and employees under the 1997 Stock Option Plan 1,218,000 canceled, terminated or expired options which were originally granted under the 1995 Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock stock upon the exercise of any such stock options, (iii) reissue to its officers and employees under the 1997 Stock Option Plan, upon cancellation, termination or expiration, up to 1,907,794 options that were originally granted under the 1995 Stock Option Plan which are currently outstanding and issue stock upon the exercise of warrants outstanding as of the Closing, such options and (iiiv) issue shares of its Common Stock Conversion Shares upon the conversion of the Series Convertible Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like)Shares, and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreementthis Section 6 shall not apply with respect to such issuances.

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to each Eligible Stockholder, the Investors identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Investor the opportunity to purchase its Pro Rata Share (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders Investors than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Investor's "Pro Rata Share, " of such securities shall be based on the Electing Purchasers may purchase ratio which the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock Securities owned by it bears to all the issued and outstanding shares of the Company convertible into shares Securities, Common Stock and Common Stock equivalents of Common Stock)). (c) the Company, calculated in each case on a fully-diluted basis giving effect to vested options as of the date of such written offer. The Company's offer to the Eligible Stockholders Investors shall remain open and irrevocable, irrevocable for a period of thirty (30) 30 days, and Investors who elect to purchase shall have the first right to take up and purchase any shares or other securities which other Investors do not elect to purchase, based on the relative holdings of the electing Investors. Any securities so offered which are not purchased pursuant to such offer may be sold by the CompanyCompany but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced 30-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 120-day period without renewed compliance with this Section 8.1. (d) 6.1. Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights options for up to subscribe for an aggregate 105,000 shares of its Common Stock (as appropriately adjusted subject to adjustments for stock splits, stock dividend dividends and the like) to officers, employees and directors of the Company pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the Closing, and (ii) issue shares of its Common Stock Conversion Shares upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option AgreementConvertible Shares.

Right to Participate in Certain Sales of Additional Securities. So -------------------------------------------------------------- long as the Investor continues to hold an aggregate number of Convertible Preferred Shares and Conversion Shares equal to at least 50% of the Convertible Preferred Shares purchased hereunder (a) The subject to adjustments for stock splits, stock dividends and the like), the Company agrees that it shall will not sell or issue any shares of capital stock of the Company, Company or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to each Eligible Stockholder, the Investor identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms) (the "Offer"). (b) Pursuant , and offers to such notice, the Company shall offer to each Eligible Stockholder Investor the opportunity to purchase its Pro Rata Share (as hereinafter defined) of the such securities proposed to be sold by the Company on terms and conditions, including price, not less favorable to the Eligible Stockholders Investor than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right For the purposes of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its this Agreement, the Investor's "Pro Rata Share, " of such securities shall be based upon the Electing Purchasers may purchase ratio which (A) the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into which shall include shares of Common StockStock issuable upon exercise or conversion of securities then outstanding) owned by it or him, as the case may be, bears to (B) the total of all the issued and outstanding shares of Common Stock (which shall include shares of Common Stock issuable upon exercise or conversion of securities then outstanding)). (c) . The Company's offer to the Eligible Stockholders shall remain open and irrevocable, irrevocable for a period of thirty (30) 7 days. The closing of any such Offer shall occur no sooner than 30 days after the delivery of such Offer. Any securities so offered which are not purchased pursuant to such offer may be sold by the CompanyCompany but only on the terms and conditions set forth in the initial offer to the Investor, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced 30-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 120-120- day period without renewed compliance with this Section 8.1. (d) 7.1. Notwithstanding the foregoing, the Company may issue (i) issue options, warrants or rights to subscribe for shares of its Common Convertible Preferred Stock (as appropriately adjusted for stock splits, stock dividend and the like) to officers, employees and directors of the Company pursuant to the terms of the Stock Option Plan Series A Warrants and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise conversion of any such stock options, or upon exercise shares of warrants outstanding as of the ClosingConvertible Preferred Stock, (ii) issue Common Stock pursuant to the Common Stock Warrant and pursuant to warrants and stock Options existing on the date hereof as set forth in Section 7.1 of the Disclosure Schedule, (iii) shares of its Common Stock and options (and the Common Stock to be issued upon exercise thereof) included in the Stock Option Pool or otherwise approved by the Board of Directors of the Company, (iv) shares of Common Stock pursuant to warrants issued in connection with August Transactions; and (v) the Conversion Shares and shares of Common Stock upon the conversion of the Series shares of Convertible Preferred Stock (as appropriately adjusted for stock splitsStock, stock dividends and the like); (iii) issue shares other provisions of its Common Stock in connection this Section 7.1 shall not apply with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant respect to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreementsuch issuances.

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall will not sell or issue (i) any shares of capital stock of the Companystock, or other (ii) securities convertible into or exchangeable for capital stock of the Company, Company or (iii) options, warrants or rights carrying any rights to purchase capital stock of the Company Company, unless the Company first submits a written offer to each Eligible StockholderInvestor and Stockholder who holds any shares of capital stock of the Company and each of their permitted transferees holding at least two percent (2%) of the fully-diluted capital stock of the Company (collectively, the "Offerees") identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder Offeree the opportunity to purchase its Pro Rata Share Allotment (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Offeree's "Pro Rata Share, Allotment" of such securities shall be based on the Electing Purchasers may purchase ratio (as determined in accordance with Section 1.3 hereof) which the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock Shares then owned by such Electing Purchasers (assuming the full conversion of any shares it bears to all of the capital stock then issued and outstanding Shares as of the Company convertible into shares date of Common Stock)). (c) such written offer. The Company's offer pursuant to the Eligible Stockholders this Section 3.1 shall remain open and irrevocable, irrevocable for a period of thirty (30 days, and the recipients of such offer shall elect to purchase by giving written notice thereof to the Company within such 30) days-day period, including therein the maximum number of Shares or other securities which the Offeree would purchase if other Offerees do not elect to purchase, with the rights of electing Offerees to purchase such additional shares to be based upon the relative holdings of Shares of the electing Offerees in the case of over-subscription. Any securities so offered which are not purchased pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced 30-day period, period but such securities may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company offer or after such 120-day period without renewed compliance with this Section 8.1. (d) 3.1. Notwithstanding the foregoing, the Company may right to purchase granted under this Article III shall be inapplicable with respect to any (i) issue options, warrants or rights options to subscribe for purchase shares of its Common Stock (as appropriately adjusted for stock splits, stock dividend and the like) granted or to officers, employees and directors of the Company be granted pursuant to the terms Company's 1998 Stock Plan (as defined in the Purchase Agreement), (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Common Stock or (iii) shares of Common Stock issued upon conversion of the Preferred Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants options granted pursuant to the Company's 1998 Stock Plan or options to purchase shares of Common Stock outstanding as of the Closing, (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreementdate hereof.

Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall will not sell or issue issue: (a) any shares of capital stock of the Company, or other (b) securities convertible into or exercisable or exchangeable for capital stock of the Company, Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company Company, unless the Company first submits a written offer notice to each Eligible Stockholder, Stockholder identifying the terms of the proposed sale (including cash price, number number, or aggregate principal amount of securities and all other material terms). (b) Pursuant to such notice, the Company shall offer and offers to each Eligible Stockholder the opportunity to purchase its Pro Rata Share Allotment (as hereinafter defined) of the securities proposed (subject to be sold by the Company increase for over-allotment if some Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third partyparty or parties. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Pro Rata Share, the Electing Purchasers may purchase the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into shares of Common Stock)). (c) The Company's ’s offer pursuant to the Eligible Stockholders this Section 4.1 shall remain open and irrevocable, irrevocable for a period of thirty (30) daysdays following receipt by the Stockholders of such written notice. Any The Company shall not be required to make an offer to Stockholders pursuant to this Section 4.1 for securities so offered (i) issuable upon the exercise, conversion or exchange of exercisable, convertible or exchangeable securities which are originally issued in accordance with this Section 4.1; (ii) offered to the public; (iii) issued in connection with any investment for strategic business purposes by a person who is not purchased already a Stockholder which has been approved by the Board of Directors; (iv) issued in connection with any merger, consolidation, recapitalization or other business combination which has been approved by the Board of Directors; (v) issued pursuant to the acquisition of another entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Stockholders immediately prior to such offer may be sold by transaction own not less than a majority of the voting power of the surviving entity; (vi) issued in consideration, whether in whole or in part, in connection with the extension of any credit or the making of any loan to the Company, at any time within one hundred twenty (120) days following or the termination of the above-referenced 30-day period, but such securities may not be sold on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold issuance by the Company after such 120-day period without renewed compliance with this Section 8.1. of any debt security to any person who is not a Stockholder; (dvii) Notwithstanding the foregoingissuable to any officer, the Company may (i) issue options, warrants director or rights to subscribe for shares of its Common Stock (as appropriately adjusted for stock splits, stock dividend and the like) to officers, employees and directors employee of the Company pursuant to the terms any option plan of the Stock Option Plan and Company approved by the Stock Incentive Plan and Section 4.4 hereof and may issue shares Board of its Common Stock upon the exercise of any such stock optionsDirectors, or upon exercise (viii) issued in any transaction in respect of warrants outstanding as a security that is available to all holders of the Closing, (ii) issue shares of its Common Stock upon the conversion of the Series Preferred Stock (as appropriately adjusted for stock splits, stock dividends and the like); (iii) issue shares of its Common Stock in connection with the acquisition of another Company approved consistent with Section 6.1; (iv) issue shares of its Common Stock pursuant to the exercise of the outstanding options listed such security on Exhibit D hereto (as appropriately adjusted for stock splits, stock dividends and the like), and (v) issue shares of its capital stock as contemplated by the Contribution Agreements and the Colonial Option Agreementa pro rata basis.