Common use of Rights Offering Clause in Contracts

Rights Offering. (a) As promptly as practicable following the Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).

Rights Offering. (a) As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, Stock (including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange Offers) as of the close of business on the Business Day immediately preceding the First Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b3.14(b) at a per share purchase price of equal to $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.183.14, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c3.14(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the First Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Lawlaw, 4.9% beneficial ownership of the Company’s 's equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Twenty Million Dollars ($20,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the First Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, pursuant to the CapGen hereby agrees to Investment Agreement, CapGen shall purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Closing.

Rights Offering. (a) As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, Stock (including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange Offers) as of the close of business on the Business Day immediately preceding the First Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b3.14(b) at a per share purchase price of equal to $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.183.14, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c3.14(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the First Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Lawlaw, 4.9% beneficial ownership of the Company’s 's equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Twenty Million Dollars ($20,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the First Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, pursuant to the CapGen hereby agrees to Investment Agreement, CapGen shall purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).Closing..

Rights Offering. (a) As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the First Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the First Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the First Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, pursuant to the CapGen hereby agrees to Investment Agreement, CapGen shall purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Price.

Rights Offering. (a) As promptly as practicable following On the Closing, terms and subject to compliance with all applicable Law, including the Securities Actconditions set forth herein and in the Rights Offering Prospectus (as defined below), the Company shall distribute will distribute, at no charge, Rights, in a number equal to the Subscription Ratio (as defined below), to each holder of record of Common StockStock and Warrants (each, including any holders who received an "Eligible Holder"), for each share of Common Stock pursuant held by such Eligible Holder and/or each share of Common Stock subject to the Series A Exchange and the Series B Exchange a Warrant held by such Eligible Holder as of the close of business on a record date to be determined by the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights Board (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”"Record Date"). The transactions described in this Section 3.18As used herein, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), "Subscription Ratio" shall be referred equal to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceedthe aggregate number of Offered Shares, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and divided by (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership sum of the aggregate number of shares of Common Stock issued and outstanding as of the close Record Date and the aggregate number of business shares of Common Stock issuable pursuant to exercise of the Warrants outstanding as of the Record Date. Each such Right shall be non-transferable. Each whole Right will entitle the holder thereof to purchase, at the election of the holder thereof, one share of Common Stock at the Exercise Price. The total number of Rights issued to each Eligible Holder will be rounded down to the nearest whole number. The Rights, including the Basic Subscription Privilege and the Over-Subscription Privilege, may be exercised during a period (the "Rights Exercise Period") commencing on the trading day immediately preceding date on which Rights are issued to Eligible Holders (the Closing Date but assuming "Rights Offering Commencement Date") and ending at 5:00 p.m. Eastern Time on a Business Day to be determined by the Board that the Exchange Offers shall have occurred on such date. In the event not be less than twenty (20) days after the Rights Offering is under-subscribedCommencement Date, CapGen hereby agrees subject to purchase any unsubscribed Common Shares extension at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).reasonable

Rights Offering. (a) As promptly as practicable following Following the Closingdate of this Agreement, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common StockStock other than directors and executive officers of the Company (each, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange a “Legacy Shareholder”), as of the close of business on the Business Day immediately preceding the Closing Date (eachDate, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company, within a time period to be determined by the Company (which period shall be between 30 and 45 days following a an amount Legacy Shareholder’s receipt of such Rights), the number of shares of Common Shares Stock calculated pursuant to Section 3.18(b3.13(b) at a per share purchase price of $0.43 3.50 (“Rights Purchase Price”). The transactions described in this Section 3.183.13(a) and Sections 3.13(b) and (c), including the purchase and sale of Common Shares Stock upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares Stock in Section 3.18(c3.13(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 90 days after the Closingdate of this Agreement. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number of shares of Common SharesStock, provided provided, that (i) no Legacy Stockholder Shareholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price gross proceeds from shares of all Common Shares Stock purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)3.75 million. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Shareholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that Date. (d) Following the Exchange Offers shall have occurred on such date. In the event expiration of the Rights Offering is under-subscribedand the closing of any share purchases as part of the Rights Offering, CapGen hereby agrees the Investor shall be afforded the opportunity to purchase any unsubscribed Common Shares acquire from the Company, at the Rights Purchase Price simultaneously withPrice, a number of shares of Common Stock such that the Investor, together with any other person with whom the Investor’s ownership of Company securities would be aggregated for purposes of any bank regulation or law, would collectively own, control or have the power to vote, up to the same proportionate amount of the outstanding Common Stock of the Company held by the Investor immediately following the Closing. The Company shall give the Investor written notice of the completion of the Rights Offering and conditioned uponthe results thereof no later than ten (10) Business Days after the completion of the Rights Offering. The Investor shall have ten (10) Business Days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise its rights provided in this Section 3.13(d) and the amount of shares of Common Stock the Investor desires to purchase, up to the maximum amount calculated pursuant to this Section 3.13(d). The failure of the Investor to respond within such ten (10) Business Day period shall be deemed to be a waiver of the Investor’s rights under this Section 3.13(d). If the Investor so notifies the Company in writing within such ten (10) Business Day period that it intends to exercise such rights, the Second Closing (parties shall consummate the acquisition of such Common Stock as defined by the Anchor Investment Agreement)soon as reasonably practicable thereafter.

Rights Offering. (a) As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, Stock (including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange Offers) as of the close of business on the Business Day immediately preceding the First Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b3.14(b) at a per share purchase price of equal to $0.43 0.40 (“Rights Purchase Price”). The transactions described in this Section 3.183.14, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c3.14(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the First Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Lawlaw, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Forty Million Dollars ($20,000,00040,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the First Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).

Rights Offering. Each of the Holdings Stockholders and the Management Stockholders and their respective Permitted Transferees shall be entitled to purchase, at the issuance price therefore, its proportionate share (aon a fully diluted basis) As promptly of any additional shares of capital stock of the Company (other than shares issued pursuant to Options issued to management employees of the Company and pursuant to an Option issued to NationsCredit Commercial Corporation, dated the date hereof) issued after the Closing ("New Stock Offer"). The Company shall provide each of the Holdings Stockholders and the Management Stockholders and their respective Permitted Transferees with a notice of the New Stock Offer (the "Notice") setting forth (i) each of the Holdings Stockholders' and the Management Stockholders' and that of each of their Permitted Transferees pro rata portion of such new issuance, (ii) the cash consideration to be paid for each share and (iii) all other material terms of such issuance. Each of the Holdings Stockholders and the Management Stockholders and their respective Permitted Transferees shall give a notice of acceptance to participate in such New Stock Offer to Holdings not later than 20 days after its receipt of the Notice (the last day of such 20-day period being referred to herein as practicable the "Acceptance Date"). Within 120 days following the Closing, and subject to compliance with all applicable Law, including the Securities ActAcceptance Date, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceedissue, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership upon its receipt of the Company’s equity securities requisite consideration therefor, capital stock to each of the Holdings Stockholders and the Management Stockholders and their respective Permitted Transferees who timely accepted such New Stock Offer upon the terms specified in such New Stock Offer and (ii) may issue capital stock to any other Person or Persons in an amount not to exceed the aggregate purchase amount thereof offered pursuant to the New Stock Offer (less the aggregate amount of shares of capital stock issued to the Holdings Stockholders or the Management Stockholders or their respective Permitted Transferees pursuant to the foregoing clause (i)) and for a price of all Common Shares purchased which equals or exceeds the price per share specified in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)New Stock Offer. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).

Rights Offering. The Company shall undertake an SEC registered rights offering to raise $3 million from its existing common stock shareholders and warrantholders (athe “Rights Offering”) As promptly as practicable on the following the Closing, terms: (i) All existing shareholders and subject to compliance with all applicable Law, including the Securities Act, warrantholders of the Company shall distribute be eligible to each holder participate in the Rights Offering pro rata based upon their pro rata equity interest in the Company, calculated on an as converted to common stock, fully-diluted basis (but excluding options). (ii) The Rights Offering shall be for the right to purchase up to an aggregate of record 5 million new shares of Common Stockcommon stock at a price of $0.60/share. (iii) The term of all the Company’s existing warrants held by the Lender (the “Lender Warrants”) will be amended to expire on March 10, including any holders who received Common Stock pursuant 2017. (iv) During the period when the Rights Offering is open to shareholders and warrantholders, the Series A Exchange and public warrantholders of the Series B Exchange as of Company holding those warrants issued at the close of business the March 2011 rights offering shall have the one-time right, at their option, to exercise such warrants for the discounted exercise price of $0.30/share. Such discount shall not apply to any Lender Warrants. (v) The Noteholder, any other shareholder or warrantholder of the Company or any third party will have the right to oversubscribe for any unsubscribed shares in the Rights Offering. Any party that seeks to subscribe for such shares shall provide the Company with a binding commitment not later than the date of the closing of the Rights Offering. If there are not enough unsubscribed shares to meet the amounts requested by such parties, the unsubscribed shares shall be allocated among them pro rata based on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights amounts requested (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase PriceOversubscription Process”). The transactions described in this Section 3.18, including closing on the purchase and sale Oversubscription Process shall occur not more than ten (10) business days following the closing of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” (vi) The Company shall have obtained shareholder approval, or provided evidence to Lender, which Lender determines in its discretion is sufficient, that such shareholder approval is not required, for the authorized shares of common stock required in connection with the Rights Offering and for the transactions contemplated thereby. (vii) The Company shall have obtained board of directors and SEC approval of a registration statement for the issuance of shares of common stock in connection with the Rights Offering. (viii) The Lender’s exercise of its basic subscription privilege in the Rights Offering shall be subject to the Company’s satisfaction of its obligations under this clause (n) (other than under subclause (xi) which obligations arise after the closing of the Rights Offering). (ix) The Company shall have received all other required approvals and consents. (x) The definitive agreements relating to the Rights Offering shall include customary representations and warranties by the Company and customary covenants satisfactory to the Noteholders. (xi) The Company shall file with the SEC a registration statement on Form S-1 or another appropriate form in accordance herewith and with the Securities Act of 1933, as amended (except if the Company is then eligible to use Form S-3, such registration statement shall be filed on Form S-3) covering the resale by the Noteholders of the common stock issued in connection with the Rights Offering (the “Registration Statement”) and shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective within 15 ninety (90) calendar days after the Closing. filing date, or within one-hundred and eighty (b180) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of calendar days after the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased filing date in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000). (c) In the event the Rights Offering Registration Statement is over-subscribedreviewed by the SEC. The Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective until such time as all the securities have been sold thereunder or the securities may be sold without restriction under applicable securities laws, subscriptions by Legacy Stockholders subject to normal and customary blackout periods. The registration rights specified in this clause (xi) shall be reduced proportionally based on their pro rata ownership of embodied in a registration rights agreement in customary form between the Common Stock outstanding as of Company and the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Noteholders.

Rights Offering. (a) As promptly as practicable following the Closing, and subject to compliance with all applicable Lawlaws and regulations, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day business day immediately preceding the Closing Date (each, a “Legacy StockholderShareholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b5.12(b) at a per share purchase price of $0.43 (“Rights Purchase Price”)2.75. The transactions described in this Section 3.185.12, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c)Rights, shall be referred to in this Agreement as the “Rights Offering.” The Company shall use commercially reasonable efforts to cause the registration statement relating to the Rights Offering to be declared effective as promptly as practicable following the Closing Date, but in no event shall effectiveness of the registration statement and distribution of the Rights be filed within 15 delayed more than 30 days after following the Closingdate the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement relating to the Rights Offering will not be “reviewed” or will not be subject to further review. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number of Common SharesShares (including, for the avoidance of doubt, pursuant to customary over-subscription privileges), provided that (i) no Legacy Stockholder Shareholder shall thereby exceedbecome, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Lawlaw, the Beneficial Owner of more than 4.9% beneficial ownership of the Company’s equity securities Common Shares, (ii) no Legacy Shareholder shall acquire, together with any other person with whom such Legacy Shareholder may be deemed acting in concert under applicable law, control of the Company within the meaning of the BHC Act and the CBCA, and (iiiii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars (an amount equal to $20,000,000)47.0 million less any amounts received for the purchase of Securities prior to the launch of the Rights Offering. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Shareholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Date.

Rights Offering. (a) As promptly as practicable following the Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 0.40 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed TwentyForty-Million Dollars ($20,000,00040,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. . (d) In the event the Company does not sell at least $20 million in Common Shares pursuant to the Rights Offering is under-subscribedOffering, CapGen hereby agrees to purchase any unsubscribed that number of Common Shares at the Rights Purchase Price in an aggregate dollar amount equal to $20 million less the dollar amount of Common Shares sold to the holders of Rights. In addition, to the extent the Company determines to offer more than $20 million of Common Shares in the Rights Offering, but in no event in excess of an aggregate of $40 million of Common Shares in the Rights Offering (the “Additional Rights Shares”), CapGen hereby agrees to purchase, on a Pro Rata Basis, any Additional Rights Shares that are not purchased by holders of the related Rights (“Additional Unsubscribed Shares”) at the Rights Purchase Price, subject to and simultaneously withwith the other Investors’ purchase, on a Pro Rata Basis, of the Additional Unsubscribed Shares. Additionally, the Company agrees that the Anchor Investor Agreement and each Additional Agreement with the Additional Investors shall include a substantially similar covenant requiring such Additional Investor to purchase, on a Pro Rata Basis, any Additional Unsubscribed Shares at the Rights Purchase Price. In no event shall each of CapGen, any Anchor Investor or Additional Investor be required to purchase Additional Unsubscribed Shares in excess of their respective Pro Rata Basis or such as would cause CapGen or any Anchor Investor to hold more than 24.9% of the Company’s outstanding Common Shares or cause any Additional Investor to hold more than 9.9% of the Company’s outstanding Common Shares. To the extent that the Rights Offering is not fully sold following the foregoing purchases by holders of Rights, CapGen, the Anchor Investors and the Additional Investors, then the Company may offer any remaining Additional Unsubscribed Shares at the Rights Purchase Price. (e) As used in Section 3.18(d), “Pro Rata Basis” with respect to each Investor means a commitment by that Investor to purchase that number of Additional Unsubscribed Shares equal to the total number of Additional Unsubscribed Shares multiplied by a fraction, the numerator of which is the number of Common Shares purchased by such Investor in connection with the Investment or the Other Private Placements, as the case may be, and conditioned uponthe denominator of which is the total aggregate number of Common Shares purchased by all Investors in connection with the Investment and the Other Private Placements, subject to the Second Closing (as defined by limitations set forth in the Anchor Investment Agreement)last sentence of Section 3.18(d) above.

Rights Offering. The Company agrees to use commercially reasonable efforts to initiate and complete a registered offering of rights (athe “Rights Offering”) As promptly as practicable following the Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received acquire Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”), to be initiated no later than ninety (90) to purchase from calendar days after the Company a an amount of Common Shares calculated pursuant to Section 3.18(bdate hereof and completed no later than one hundred eighty (180) at a per share purchase price of $0.43 calendar days after the date hereof (the “Rights Purchase PriceOffering Deadline”), and otherwise in accordance with the terms set forth on the term sheet attached hereto as Exhibit D (the “Rights Offering Term Sheet”). The transactions described in this Section 3.18Company agrees that, including subject to limitations under applicable law, the purchase and sale proceeds of the Rights Offering will be used exclusively to redeem Shares then held by the Investors on a pro rata basis. All consideration proposed to be paid by the Investors for any Common Shares upon Stock subscribed for by the exercise Investors under the terms of Rights received as part of the Rights Offering may be paid in Shares valued at their liquidation value plus accrued and any commitments to purchase unsubscribed unpaid dividends thereon. The Investors agree on behalf of themselves and their respective affiliates that own Common Shares in Section 3.18(c)Stock (“Investor Rights Holders”) that, shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating with respect to the Rights Offering Offering, if the aggregate cash consideration paid to the Company by all holders of Rights (other than the Investor Rights Holders) in connection with the subscription for Common Stock under the Rights is equal to or greater than Ten Million Dollars ($10,000,000), then the Investor Rights Holders shall be filed within 15 days after deemed to have subscribed for, without any further action on the Closing. part of the Company or the Investor Rights Holders, a number of shares of Common Stock equal to (a) the total number of shares of Common Stock the Investor Rights Holders have the right to subscribe for under the Rights multiplied by (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any the total number of shares of Common Stock subscribed for under the Rights Offering by all holders of Rights (other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of than the Company’s equity securities and Investor Rights Holders) divided by (ii) the aggregate purchase price total number of shares of Common Stock available to be subscribed for by all Common holders of Rights (other than the Investor Rights Holders). The Investors acknowledge that they shall not be entitled to receive Rights in respect of the Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)hereunder. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).

Rights Offering. (a) As promptly as practicable following On the Closing, terms and subject to compliance with all applicable Law, including the Securities Actconditions set forth in the Prospectus, the Company shall will distribute to each holder of record Eligible Holder, at no charge, one Right for each share of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange held by such holder as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) Record Date. Each such Right shall be non-transferable rights (and will entitle the “Rights”) holder thereof, at the election of such holder, to purchase from the Company a an amount of Common New Shares calculated pursuant to Section 3.18(b) at a per share purchase price the Basic Subscription Right and Oversubscription Right. For the avoidance of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18doubt, including the purchase and sale Subscription Price multiplied by the aggregate number of Common New Shares upon offered to Eligible Holders shall not exceed the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Aggregate Offering shall be filed within 15 days after the ClosingAmount. (b) Each Right shall entitle a Legacy Stockholder Eligible Holder may exercise all, none, or any portion of the Rights distributed to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Eligible Holder pursuant to the Rights Offering. The Rights may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in exercised at any time prior to 5:00 p.m. Eastern Daylight Time on the Rights Offering shall not exceed Twenty-Million Dollars Expiration Date ($20,000,000the “Expiration Time”). (c) In Each Eligible Holder who wishes to exercise all or any portion of its Rights shall (i) prior to the event Expiration Time, return a duly executed document (the “Exercise Form”) to Vstock Transfer, LLC (the “Subscription Agent”) electing to exercise all or any portion of the Rights held by such Eligible Holder and (ii) pay an amount equal to the full Subscription Price of the number of New Shares that the Eligible Holder elects to purchase pursuant to the instructions set forth in the Registration Statement by a specified date to an escrow account established for the Rights Offering. On the Closing Date, the Company will issue to each Eligible Holder who validly exercised its Rights the number of New Shares to which such Eligible Holder is entitled based on such exercise. (d) The Company will pay all of its expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of the Subscription Agent and any other agents, its counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws and listing fees. (e) The Company shall notify, or cause the Subscription Agent to notify, the Purchasers on each of the five Business Days prior to the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership Expiration Date of the Common Stock outstanding aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Basic Subscription Right and Oversubscription Right by all Eligible Holders as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Business Day.

Rights Offering. (a) As promptly as practicable following The Company proposes to offer and sell shares of its new common stock, par value $0.01 per share (the Closing"New Common Stock"), and subject pursuant to compliance with all applicable Law, including a rights offering (the Securities Act, "Rights Offering") whereby the Company shall will distribute at no charge to each holder of record (each, an "Eligible Holder") of Common Stock, including any holders who received including, to the extent applicable, the Investors, that number of rights (each, a "Right") in respect of shares of Common Stock pursuant to the Series A Exchange outstanding and the Series B Exchange held of record as of the close of business on a record date (the Business Day immediately preceding "Record Date") to be set by the Closing Date Board of Directors of the Company that will enable each Eligible Holder to purchase up to its pro rata portion of 41,026,311 shares in the aggregate of New Common Stock (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b"Share") at a per share purchase price of $0.43 38.39 per Share (“Rights the "Purchase Price”"). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in The Company will conduct the Rights Offering pursuant to a plan of reorganization of the Debtors (such plan of reorganization, the "Plan"), which shall not exceed Twenty-Million Dollars reflect the Company's proposed restructuring transactions described in this Agreement, the Summary of Terms of Preferred Stock attached hereto as Exhibit A ($20,000,000)the "Preferred Term Sheet") and the Plan Terms. (c) In The Rights Offering will be conducted as follows: (i) On the event terms and subject to the conditions of this Agreement and subject to applicable law, the Company shall offer Shares for subscription by holders of Rights as set forth in this Agreement. (ii) Promptly, and no later than four (4) Business Days, following the occurrence of both (1) the date that the Confirmation Order shall have been entered by the Bankruptcy Court and (2) the effectiveness under the Securities Act of 1933, as amended (the "Securities Act"), of the Rights Offering is over-subscribedRegistration Statement filed with the Securities and Exchange Commission (the "Commission") relating to the Rights Offering, subscriptions by Legacy Stockholders the Company shall be reduced proportionally based on their issue to each Eligible Holder, Rights to purchase up to its pro rata ownership portion of 41,026,311 Shares in the Common Stock outstanding as aggregate (the date of such distribution, the close "Rights Distribution Date"). The Company will be responsible for effecting the distribution of business on certificates representing the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event Rights, the Rights Offering is under-subscribed, CapGen hereby agrees Prospectus and any related materials to purchase any unsubscribed Common Shares each Eligible Holder. (iii) The Rights may be exercised during a period (the "Rights Exercise Period") commencing on the Rights Distribution Date and ending at the Expiration Time. The Rights Purchase Price simultaneously withshall be transferable. "Expiration Time" means the date that is 30 days after the Rights Distribution Date, or such later date and conditioned upontime as the Company, subject to the Second Closing prior written approval of ADAH, may specify in a notice provided to the Invexxxxs before 9:00 a.m., New York City time, on the Business Day before the then-effective Expiration Time. The Company shall use its reasonable best efforts to cause the effective date of the Plan (the "Effective Date") to occur as defined by promptly as reasonably practicable after the Anchor Investment Agreement).Expiration Time. For the

Rights Offering. (a) As promptly as practicable following Following the Closingdate of this Agreement, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common StockStock other than directors and executive officers of the Company (each, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange a “Legacy Shareholder”), as of the close of business on the Business Day immediately preceding the Closing Date (eachDate, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company, within a time period to be determined by the Company (which period shall be between 30 and 45 days following a an amount Legacy Shareholder’s receipt of such Rights), the number of shares of Common Shares Stock calculated pursuant to Section 3.18(b3.13(b) at a per share purchase price of $0.43 3.50 (“Rights Purchase Price”). The transactions described in this Section 3.183.13(a) and Sections 3.13(b) and (c), including the purchase and sale of Common Shares Stock upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares Stock in Section 3.18(c3.13(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 90 days after the Closingdate of this Agreement. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number of shares of Common SharesStock, provided provided, that (i) no Legacy Stockholder Shareholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price gross proceeds from shares of all Common Shares Stock purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)3.75 million. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Shareholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that Date. (d) Following the Exchange Offers shall have occurred on such date. In the event expiration of the Rights Offering is under-subscribedand the closing of any share purchases as part of the Rights Offering, CapGen hereby agrees the Investor shall be afforded the opportunity to purchase any unsubscribed Common Shares acquire from the Company, at the Rights Purchase Price simultaneously withPrice, a number of shares of Common Stock and conditioned uponPreferred Stock such that the Investor, together with any other person with whom the Investor’s ownership of Company securities would be aggregated for purposes of any bank regulation or law, would collectively own, control or have the power to vote, up to the same proportionate amount of the outstanding Common Stock and total equity of the Company held by the Investor immediately following the Closing. The Company shall give the Investor written notice of the completion of the Rights Offering and the results thereof no later than ten (10) Business Days after the completion of the Rights Offering. The Investor shall have ten (10) Business Days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise its rights provided in this Section 3.13(d) and the amount of shares of Common Stock the Investor desires to purchase, up to the maximum amount calculated pursuant to this Section 3.13(d). The failure of the Investor to respond within such ten (10) Business Day period shall be deemed to be a waiver of the Investor’s rights under this Section 3.13(d). If the Investor so notifies the Company in writing within such ten (10) Business Day period that it intends to exercise such rights, the Second Closing (parties shall consummate the acquisition of such Common Stock and Preferred Stock as defined by the Anchor Investment Agreement)soon as reasonably practicable thereafter.

Rights Offering. (a) As promptly as practicable following the Closing, and subject to compliance with all applicable Lawlaws and regulations, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day business day immediately preceding the Closing Date (each, a “Legacy StockholderShareholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b5.19(b) at a per share purchase price of $0.43 1.00 (the “Rights Purchase Price”). The transactions described in this Section 3.185.19, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c5.19(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder Shareholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Lawlaw, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars five million dollars ($20,000,0005,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Shareholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. Date. (d) [In the event the Company does not sell an aggregate amount of $5 million in Common Shares pursuant to the Rights Offering is under-subscribedOffering, CapGen the Investor hereby agrees to purchase any unsubscribed its Pro Rata Share of the aggregate amount of Common Shares with a value, based on the Rights Purchase Price, equal to $5 million less the dollar amount of Common Shares sold to the holders of Rights (“Unsubscribed Shares”) at the Rights Purchase Price Price, subject to and simultaneously withwith the Other Investors’ purchase of their respective Pro Rata Share, if any, of the Unsubscribed Shares; provided that in no event shall the Investor or any other investor purchase Unsubscribed Shares to the extent in excess of their respective Pro Rata Share or such as would cause the Investor to hold more than 24.9%, if the Investor is a Lead Investor, or 9.9%, if the Investor is not a Lead Investor, of the Company’s outstanding Common Shares or cause any other investor to exceed their respective ownership limitation set forth in the applicable Other Securities Purchase Agreements. (e) As used in Section 5.19(d), “Pro Rata Share” with respect to each person means a commitment by that person to purchase that number of Unsubscribed Shares equal to the total number of Unsubscribed Shares multiplied by a fraction, the numerator of which is the number of Common Shares (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable) purchased by such person in connection with this Agreement or the applicable Other Securities Purchase Agreements, as the case may be, and conditioned uponthe denominator of which is the total aggregate number of Common Shares purchased by the Investor and all Other Investors whose Other Securities Purchase Agreements contain an obligation to purchase Unsubscribed Shares, subject to the limitations set forth in the proviso contained in Section 5.19(d) above. If any of the Unsubscribed Shares are not purchased by the Investor or Other Investors by reason of the limitation in the proviso contained in Section 5.19(d) above, such unpurchased Unsubscribed Shares shall be allocated to, and purchased by, the Second Closing Investor and Other Investors purchasing Unsubscribed Shares pro rata based on the same fraction set forth above, but (i) subject to the same proviso as defined contained in Section 5.19(d) above and (ii) excluding from the denominator in such fraction the number of Common Shares purchased by the Anchor Investment Agreement).Investor and Other Investors, as the case may be, who have reached their respective ownership limitations, until all such Unsubscribed Shares have been purchased or all such investors have reached their respective ownership limitations.]9

Rights Offering. (a) As promptly as practicable following Following the Closingdate of this Agreement, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common StockStock other than directors and executive officers of the Company (each, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange a “Legacy Shareholder”), as of the close of business on the Business Day immediately preceding the Closing Date (eachwith respect to the Other Private Placements, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company, within a time period to be determined by the Company (which period shall be between 30 and 45 days following a an amount Legacy Shareholder’s receipt of such Rights), the number of shares of Common Shares Stock calculated pursuant to Section 3.18(b3.13(b) at a per share purchase price of $0.43 3.50 (“Rights Purchase Price”). The transactions described in this Section 3.183.13(a) and Sections 3.13(b) and (c), including the purchase and sale of Common Shares Stock upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares Stock in Section 3.18(c3.13(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 90 days after the Closingdate of this Agreement. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number of shares of Common SharesStock, provided provided, that (i) no Legacy Stockholder Shareholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price gross proceeds from shares of all Common Shares Stock purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)3.75 million. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Shareholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that Date. (d) If the Exchange Offers Investor owns securities representing the Qualifying Ownership Interest immediately following the Closing, the Investor shall have occurred on such date. In be afforded the event opportunity to acquire from the Company following the expiration of the Rights Offering is under-subscribedand the closing of any share purchases as part of the Rights Offering, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously withPrice, a number of shares of Common Stock such that the Investor, together with any other person with whom the Investor’s ownership of Company securities would be aggregated for purposes of any bank regulation or law, would collectively own, control or have the power to vote, up to the same proportionate amount of the outstanding Common Stock of the Company held by the Investor immediately following the Closing. The Company shall give the Investor written notice of the completion of the Rights Offering and conditioned uponthe results thereof no later than ten (10) Business Days after the completion of the Rights Offering. The Investor shall have ten (10) Business Days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise its rights provided in this Section 3.13(d) and the amount of shares of Common Stock the Investor desires to purchase, up to the maximum amount calculated pursuant to this Section 3.13(d). The failure of the Investor to respond within such ten (10) Business Day period shall be deemed to be a waiver of the Investor’s rights under this Section 3.13(d). If the Investor so notifies the Company in writing within such ten (10) Business Day period that it intends to exercise such rights, the Second Closing (parties shall consummate the acquisition of such Common Stock as defined by the Anchor Investment Agreement)soon as reasonably practicable thereafter.

Rights Offering. (a) As promptly as practicable following On the Closing, terms and subject to compliance with all applicable Law, including the Securities Actconditions set forth in the Prospectus, the Company shall will distribute to each holder of record Eligible Holder, at no charge, one Right for each share of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange held by such holder as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) Record Date. Each such Right shall be non-transferable rights (and will entitle the “Rights”) holder thereof, at the election of such holder, to purchase from the Company a an amount of Common New Shares calculated pursuant to Section 3.18(b) at a per share purchase price the Basic Subscription Right and Oversubscription Right. For the avoidance of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18doubt, including the purchase and sale Subscription Price multiplied by the aggregate number of Common New Shares upon offered to Eligible Holders shall not exceed the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Aggregate Offering shall be filed within 15 days after the ClosingAmount. (b) Each Right shall entitle a Legacy Stockholder Eligible Holder may exercise all, none, or any portion of the Rights distributed to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Eligible Holder pursuant to the Rights Offering. The Rights may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in exercised at any time prior to 5:00 p.m. Eastern Daylight Time on the Rights Offering shall not exceed Twenty-Million Dollars Expiration Date ($20,000,000the "Expiration Time"). (c) In Each Eligible Holder who wishes to exercise all or any portion of its Rights shall (i) prior to the event Expiration Time, return a duly executed document (the "Exercise Form") to Vstock Transfer, LLC (the "Subscription Agent") electing to exercise all or any portion of the Rights held by such Eligible Holder and (ii) pay an amount equal to the full Subscription Price of the number of New Shares that the Eligible Holder elects to purchase pursuant to the instructions set forth in the Registration Statement by a specified date to an escrow account established for the Rights Offering. On the Closing Date, the Company will issue to each Eligible Holder who validly exercised its Rights the number of New Shares to which such Eligible Holder is entitled based on such exercise. (d) The Company will pay all of its expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of the Subscription Agent and any other agents, its counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws and listing fees. (e) The Company shall notify, or cause the Subscription Agent to notify, the Purchasers on each of the five Business Days prior to the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership Expiration Date of the Common Stock outstanding aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Basic Subscription Right and Oversubscription Right by all Eligible Holders as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Business Day.

Rights Offering. The Debtors shall effectuate a rights offering during the Chapter 11 Cases and in conjunction with and pursuant to the Plan (athe “Rights Offering”) As promptly to record holders as practicable following the Closingof a specified record date of Allowed2 Senior Notes Claims and Allowed General Unsecured Claims (each, and subject to compliance with all applicable Lawas defined below), including each of which shall be an “accredited investor” (as such term is defined in Rule 501 under the Securities Act, the Company ) (an “Accredited Investor”) and shall distribute to complete a customary accredited investor questionnaire (each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (eachsuch holder, a “Legacy StockholderRights Offering Participant” and, collectively, the “Rights Offering Participants”) non-transferable rights ). Each Rights Offering Participant shall be offered the right (collectively, the “Rights”) ), attached to its respective Allowed Senior Notes Claim or Allowed General Unsecured Claim, to purchase from its pro rata share (based on such Rights Offering Participant’s relative share of the Company a an total amount of Common Shares calculated pursuant to Section 3.18(ball Allowed Senior Notes Claims and Allowed General Unsecured Claims) at a per share of the New Secured Convertible Notes (defined below) for an aggregate purchase price of $0.43 43.3 million (the “Rights Purchase PriceOffering Amount”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), Offering Participants shall be referred issued Rights at no charge. The Rights shall be attached to each Allowed Senior Notes Claim and each Allowed General Unsecured Claim and shall be transferable with such Allowed claims as shall be set forth in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering Procedures (as defined herein). Each Rights Offering Participant electing to exercise its Rights shall be filed within 15 days after purchase New Secured Convertible Notes by paying cash in an aggregate amount equal to the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership aggregate original principal amount of the Company’s equity securities New Secured Convertible Notes to be acquired by such Rights Offering Participant in the Rights Offering. Any New Secured Convertible Notes that are not subscribed for and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars by a Rights Offering Participant ($20,000,000). (c) In the event including any portion of the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership Amount that holders of the Common Stock outstanding Allowed Senior Notes Claims or Allowed General Unsecured Claims as of the close of business on applicable record date who are not Accredited Investors could have purchased if such holders exercised their respective Rights in 1 Amount subject to professional fee budget acceptable to the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Backstop Parties.

Rights Offering. (a) As promptly as practicable following Following the Closingdate of this Agreement, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common StockStock other than directors and executive officers of the Company (each, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange a “Legacy Shareholder”), as of the close of business on the Business Day immediately preceding the Closing Date (eachDate, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company, within a time period to be determined by the Company (which period shall be between 30 and 45 days following a an amount Legacy Shareholder’s receipt of such Rights), the number of shares of Common Shares Stock calculated pursuant to Section 3.18(b3.13(b) at a per share purchase price of $0.43 3.50 (“Rights Purchase Price”). The transactions described in this Section 3.183.13(a) and Sections 3.13(b) and (c), including the purchase and sale of Common Shares Stock upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares Stock in Section 3.18(c3.13(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 90 days after the Closingdate of this Agreement. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number of shares of Common SharesStock, provided provided, that (i) no Legacy Stockholder Shareholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price gross proceeds from shares of all Common Shares Stock purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)3.75 million. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Shareholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that Date. (d) If the Exchange Offers Investor owns securities representing the Qualifying Ownership Interest immediately following the Closing, the Investor shall have occurred on such date. In be afforded the event opportunity to acquire from the Company following the expiration of the Rights Offering is under-subscribedand the closing of any share purchases as part of the Rights Offering, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously withPrice, a number of shares of Common Stock such that the Investor, together with any other person with whom the Investor’s ownership of Company securities would be aggregated for purposes of any bank regulation or law, would collectively own, control or have the power to vote, up to the same proportionate amount of the outstanding Common Stock of the Company held by the Investor immediately following the Closing. The Company shall give the Investor written notice of the completion of the Rights Offering and conditioned uponthe results thereof no later than ten (10) Business Days after the completion of the Rights Offering. The Investor shall have ten (10) Business Days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise its rights provided in this Section 3.13(d) and the amount of shares of Common Stock the Investor desires to purchase, up to the maximum amount calculated pursuant to this Section 3.13(d). The failure of the Investor to respond within such ten (10) Business Day period shall be deemed to be a waiver of the Investor’s rights under this Section 3.13(d). If the Investor so notifies the Company in writing within such ten (10) Business Day period that it intends to exercise such rights, the Second Closing (parties shall consummate the acquisition of such Common Stock as defined by the Anchor Investment Agreement)soon as reasonably practicable thereafter.

Rights Offering. (a) As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, and the individual and aggregate limitations set forth in Section 3.14(b), the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close earliest practicable date permitted by Law and the Articles of business Incorporation and bylaws of the Company (such date, the “Record Date,” and each such holder of record on the Business Day immediately preceding the Closing Date (eachRecord Date, a “Legacy StockholderShareholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b3.14(b) at a per share purchase price of $0.43 3.00 (“Rights Purchase Price”). The transactions described in this Section 3.183.14, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c3.14(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 thirty (30) days after the First Closing. (b) Each Right entitles a Legacy Shareholder to a basic subscription right (“Basic Subscription Right”) and an oversubscription privilege (“Oversubscription Privilege”). The Basic Subscription Right shall entitle a Legacy Stockholder Shareholder to purchase any whole number three (3) Common Shares for each one (1) Common Share held of record by such Legacy Shareholder, and the Oversubscription Privilege will permit Legacy Shareholders to subscribe for Common SharesShares that are not purchased by other Legacy Shareholders under their Basic Subscription Right, provided that (i) no Legacy Stockholder Shareholder shall thereby exceed, together with any other person with whom such Legacy Stockholder Shareholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)securities. (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees pursuant to this Agreement, the Investor shall purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously withat the Second Closing; provided that, and conditioned uponnotwithstanding anything in this Agreement to the contrary, the Second Closing (as defined Investor will not be required to purchase unsubscribed Common Shares in connection with its backstop commitment in the Rights Offering to the extent doing so would cause the Investor to own more than 94.9% of the Common Shares outstanding immediately after giving affect to the transactions contemplated by the Anchor Investment AgreementTransaction Documents (including the acquisition of Common Shares by Legacy Shareholders in the Rights Offering). (d) In the event of an oversubscription, the Common Stock available in the Rights Offering will be allocated pro rata among those Legacy Shareholders who oversubscribed based on each Legacy Shareholders’ percentage ownership of Common Stock on the Record Date compared to the total ownership of all Legacy Shareholders who exercised the Oversubscription Privilege.

Rights Offering. (a) As promptly as practicable following the Second Closing, and subject to compliance with all applicable Lawlaws and regulations, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on a record date, as determined by the Business Day immediately preceding Company, other than for the Closing Date Investor (each, a “Legacy StockholderShareholder”) ), non-transferable rights (the “Rights”) to purchase from the Company a an amount number of shares of Common Shares Stock calculated pursuant to Section 3.18(b5.15(b) at a per share purchase price of $0.43 (“the Per Share Rights Purchase Price”). The transactions described in this Section 3.185.15, including the purchase and sale of Common Shares Stock upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c)Rights, shall be referred to in this Agreement as the “Rights Offering.” The Company registration statement under the Securities Act with respect to the Rights Offering shall be filed as a prospectus supplement under the Company’s Form S-3 within 30 business days after the Second Closing Date. The Company shall use commercially reasonable efforts to cause the registration statement relating to the Rights Offering to be declared effective as promptly as practicable following the Second Closing, but in no event shall effectiveness of the registration statement and distribution of the Rights be filed within 15 delayed more than ten days following the later of (i) three months after the ClosingSecond Closing and (ii) the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement relating to the Rights Offering will not be “reviewed” or will not be subject to further review. (b) Each Right shall entitle a Legacy Stockholder Shareholder to purchase any that whole number of shares of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom Stock equal to such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the CompanyShareholder’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading business day immediately preceding the Closing Date but assuming record date; provided that the Exchange Offers aggregate purchase price of all shares of Common Stock purchased in the Rights Offering shall have occurred on such date. In the event not exceed $2,500,000. (c) If the Rights Offering is under-subscribedundersubscribed, CapGen hereby agrees then no party shall have the right to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)acquire such undersubscribed Rights.

Rights Offering. (a) As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall distribute to each holder of record of Common Stock, Stock (including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange Offers) as of the close of business on the Business Day immediately preceding the First Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b3.14(b) at a per share purchase price of equal to $0.43 0.40 (“Rights Purchase Price”). The transactions described in this Section 3.183.14, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c3.14(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the First Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Lawlaw, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Forty Million Dollars ($20,000,00040,000,000). (c) In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the First Closing Date but assuming that the Exchange Offers shall have occurred on such date. . (d) In the event the Company does not sell at least $20 million in Common Shares pursuant to the Rights Offering is under-subscribedOffering, pursuant to the CapGen Investment Agreement, CapGen hereby agrees to shall purchase any unsubscribed that number of Common Shares at the Rights Purchase Price in an aggregate dollar amount equal to $20 million less the dollar amount of Common Shares sold to the holders of Rights. In addition, to the extent the Company determines to offer more than $20 million of Common Shares in the Rights Offering, but in no event in excess of an aggregate of $40 million of Common Shares in the Rights Offering (the “Additional Rights Shares”) the Purchasers hereby agree to purchase, on a Pro Rata Basis, any Additional Rights Shares that are not purchased by the holders of the related Rights (“Additional Unsubscribed Shares”), at the Rights Purchase Price, subject to and simultaneously withwith the other Investors’ purchase, and conditioned uponon a Pro Rata Basis, of the Additional Unsubscribed Shares. Additionally, the Second Closing (as defined by Company agrees that the Anchor Investment AgreementAgreement and the CapGen Investment Agreement shall include a substantially similar covenant requiring such Investors to purchase, on a Pro Rata Basis, any Additional Unsubscribed Shares at the Rights Purchase Price. In no event shall any Purchaser, Anchor Investor or CapGen be required to purchase Additional Unsubscribed Shares in excess of their respective Pro Rata Basis or such as would cause any Anchor Investor or CapGen to hold more than 24.9% of the Company’s outstanding Common Shares or cause any Purchaser to hold more than 9.9% of the Company’s outstanding Common Shares. To the extent that the Rights Offering is not fully sold following the foregoing purchases by holders of Rights, the Purchasers, Anchor Investors and CapGen, then the Company may offer any remaining Additional Unsubscribed Shares at the Rights Purchase Price. (e) As used in Section 3.18(d), “Pro Rata Basis” with respect to each Investor means a commitment by that Investor to purchase that number of Additional Unsubscribed Shares equal to the total number of Additional Unsubscribed Shares multiplied by a fraction, the numerator of which is the number of Common Shares purchased by such Investor in connection with the Investment or the Private Placement, as the case may be, and the denominator of which is the total aggregate number of Common Shares purchased by all Investors in connection with the Investment and the Private Placement, subject to the limitations set forth in the last sentence of Section 3.18(d) above.

Rights Offering. (a) As promptly as practicable following the Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company Borrower shall distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, make a “Legacy Stockholder”) non-transferable rights offering (the “Rights”"Rights Offering") to purchase from all of its existing shareholders for $20,000,000 of a newly created class of Series N Convertible Preferred Stock (the Company a an amount of Common Shares calculated pursuant "Series N Stock") having the terms and conditions set forth on Schedule I attached hereto and such other terms and conditions as may be reasonably acceptable to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”)Borrower and Lender. The transactions described in this Section 3.18, including Borrower shall file the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement documents relating to the Rights Offering with the Securities and Exchange Commission (the "SEC") no later than January 15, 1999. If Borrower mails the Rights Offering materials to its shareholders by the earlier of April 22, 1999 and that business day which is three business days following the receipt of clearance from the SEC (the "Mailing Date"), and consummates the Rights Offering by the earlier of May 29, 1999 and that business day which is the first business day following the 35th calendar day from the Mailing Date (the "Consummation Date"), then, so long as Borrower shall have notified Lender of such conversion on or prior to April 26, 1999, Borrower shall cause the outstanding principal amount of the Loans, together with all accrued interest to be filed within 15 days after converted into Series N Stock. Lender shall have the Closingright, but 1 not the obligation, to subscribe for any Series N Stock not otherwise subscribed for as part of the Rights Offering. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number The third sentence of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership Section 1.9 of the Company’s equity securities Original Agreement shall be amended in its entirety and (ii) replaced with the following: At the Lender's option, the amount of Lender's commitment in Section 1 shall be reduced by the aggregate purchase price stated amount of all Common Shares purchased in the Rights Offering shall not exceed Twenty-Million Dollars ($20,000,000)any Standby Letters of Credit issued pursuant to this Section. (c) In Section 1.10(a) of the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders Original Agreement shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding amended in its entirety to read as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement).follows:

Rights Offering. (a) As promptly as practicable following During the Closing, and subject to compliance with all applicable Law, including period commencing on the Securities Act, date upon which the Company shall distribute have cured its delinquency in filing periodic reports with the Commission that are required to each holder be filed under the Exchange Act and ending 30 days thereafter, but in any event no later than three hundred sixty (360) days following the Initial Closing Date (the “Investment Period”), if the Company shall elect to conduct a public rights offering with respect to the offer and sale of record Common Stock to its stockholders (the “Rights Offering”) it shall have the right to request the Purchaser to act as standby purchaser with respect to the purchase of up to an aggregate of $600,000,000 worth of shares of Common Stock, including provided that the number of shares purchased pursuant to any holders who received Common Stock standby purchase agreement entered into pursuant to the Series A Exchange next sentence shall be capped at a number pursuant to which the Purchaser and its subsidiaries collective ownership of Common Stock shall not exceed the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights Excepted Limit referenced in Section 3.7 (the “RightsTotal Commitment”) ). The Company may not request or allow any Person, other than the Purchaser, to act as standby purchaser with respect to the Rights Offering or any rights offering, until rights offerings that raise aggregate proceeds equal to the Total Commitment have been conducted. Such request shall be made in writing no later than 10 days prior to the commencement of the Rights Offering whereupon the Purchaser shall be obligated to enter into a standby purchase agreement containing customary terms and conditions for such an offering reasonably satisfactory to the Purchaser, pursuant to which the Purchaser, to the extent of its Total Commitment, will agree to purchase from the Company at a an amount price per share equal to the lesser of Common Shares calculated pursuant to Section 3.18(b(a) the average price per share paid at the Initial Closing, or (b) at a per share price no less than a 10% discount to the market price at the time of the Rights Offering (based on the thirty (30) day volume weighted average of the trading price in the thirty (30) days immediately prior to the date the Rights Offering is filed with the Commission) (y) all of the shares available for purchase price of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18, including by the purchase and sale of Common Shares upon Purchaser pursuant to the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) the aggregate purchase price of all Common Shares purchased rights issued in the Rights Offering shall and (z) any and all shares if and to the extent such shares are not exceed Twenty-Million Dollars ($20,000,000). (c) In purchased by the event Company’s other stockholders pursuant to the exercise of rights issued in the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned upon, the Second Closing (as defined by the Anchor Investment Agreement)Offering.

Rights Offering. (a) As promptly as practicable following the Closingpracticable, and subject Level 8 shall distribute to compliance with all applicable Lawrecord holders of its common shares, including Liraz and its affiliates, non-transferable rights (the Securities Act"Rights"), each of which shall entitle its holder to purchase one share of preferred stock of Level 8 (the Company "Series A Convertible Preferred Stock") containing the terms set forth in exhibit 2 for an amount equal to the product of (i) four and (ii) the conversion price determined in accordance with the footnote to Section 3(a) of exhibit 2 (the "Subscription Price") (the "Rights Offering"). (b) In the Rights Offering, Level 8 shall distribute to each record holder of record of Common Stockits outstanding common shares, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on a record date determined by Level 8 (the Business Day immediately preceding "Record Date"), at no cost to the Closing Date (eachrecord holder, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise number of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as determined by dividing the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed within 15 days after the Closing. (b) Each Right shall entitle a Legacy Stockholder to purchase any whole number product of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceedthe aggregate number of Rights distributed to all such record holders, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Company’s equity securities and (ii) a fraction determined by dividing (A) the number of common shares held of record by the particular record holder on the Record Date, by (B) the aggregate purchase price number of all Common Shares purchased in common shares outstanding on the Rights Offering shall not exceed Twenty-Million Dollars Record Date ($20,000,000the "Basic Subscription Privilege"). (c) In The Rights shall be evidenced by non-transferable subscription certificates (the event "Subscription Certificates"). (d) No fractional Rights or cash in lieu of fractional Rights shall be issued or paid, and the number of Rights distributed to each record holder of common shares shall be rounded up to the nearest whole number. No Subscription Certificate may be divided in such a way as to permit the record holders of common shares to receive a greater number of Rights than the number to which such Subscription Certificate entitles its holder, except that a depositary, bank, trust company or securities broker or dealer holding common shares of record on the Record Date for more than one beneficial owner may, upon proper showing to Level 8's designated subscription agent (the "Subscription Agent"), exchange its Subscription Certificate to obtain a Subscription Certificate for the number of Rights to which all such beneficial owners in the aggregate would have been entitled had each been a holder on the Record Date. Level 8 may refuse to issue any such Subscription Certificate, if such issuance would, in Level 8's sole and absolute discretion, be inconsistent with the principles underlying the Rights Offering. (e) The Rights shall expire at 5:00 p.m., New York time, on a date determined by Level 8 (the "Expiration Date"), which shall not be fewer than 30 days or more than 90 days after the Rights Offering is over-subscribedcommences. After the Expiration Date, subscriptions by Legacy Stockholders all unexercised Rights shall be reduced proportionally based on their null and void. Level 8 shall not be obligated to honor any purported exercise of Rights received by the Subscription Agent after the Expiration Date, regardless of when the documents relating to such exercise were sent. (i) Each Right also shall entitle a holder who exercises the Basic Subscription Privilege in full to subscribe, at the Subscription Price, for an additional number of shares of Series A Convertible Preferred Stock (the "Oversubscription Privilege"). (ii) Additional shares of Series A Convertible Preferred Stock shall be available for subscription pursuant to the Oversubscription Privilege only to the extent that any shares of Series A Convertible Preferred Stock are not purchased pursuant to the Basic Subscription Privilege. If the aggregate number of shares of Series A Convertible Preferred Stock not purchased pursuant to the Basic Subscription Privilege (the "Remaining Shares") is not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the aggregate number of Remaining Shares shall be allocated pro rata ownership among those holders subscribing pursuant to the Oversubscription Privilege, in proportion to the number of the Common shares of Series A Convertible Preferred Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers each such holder shall have occurred on purchased pursuant to the Basic Subscription Privilege; provided that, if such date. In pro rata allocation results in any such holder being allocated a greater number of Remaining Shares than such holder subscribed for pursuant to the event Oversubscription Privilege, such holder shall be allocated only such number of Remaining Shares as such holder subscribed for; and further provided that, if such pro rata allocation results in any such holder being allocated a number of Remaining Shares less than such holder subscribed for pursuant to the Rights Offering is under-subscribed, CapGen hereby agrees to purchase any unsubscribed Common Shares at the Rights Purchase Price simultaneously with, and conditioned uponOversubscription Privilege, the Second Closing (excess funds paid by such holder as defined by the Anchor Investment Agreement)Subscription Price for shares of Series A Convertible Preferred Stock not issued shall be returned without interest or deduction.