Common use of Subsequent Financing Clause in Contracts

Subsequent Financing. Borrower shall raise a minimum of $20,000,000.00 in gross cash proceeds through the sale of new equity or subordinated debt no later than January 31, 2014, of which an amount of not less than $10,000,000.00 shall have been raised concurrently with the effectiveness of the Second Amendment to the Agreement.” 9. Section 7.16 of the Agreement is hereby amended by inserting immediately after Section 7.16(c) the following: “Notwithstanding this Section 7.16, if, prior to delivery of the Company’s quarterly financial statements for any fiscal quarter, the Company shall have taken action to improve its Liquidity to the satisfaction of Lender, such as a new financing transaction, then the financial covenants in Section 7.16(a) or (b) shall be deemed to be waived by Lender until the Company delivers its quarterly financial statements for its next succeeding fiscal quarter.” 10. Section 7.17 of the Agreement is hereby amended by amending and restating the last sentence thereof to read in its entirety as follows: “Further, not later than November 30, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11. Upon the effectiveness of this Amendment, Lender hereby agrees that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes of the Agreement and agrees that the Convertible Debentures are subordinated to the Secured Obligations pursuant to the Subordination Agreements. 12. Upon the effectiveness of this Amendment, Lender hereby waives any Events of Default existing prior to the date hereof (the “Existing Defaults”). 13. In connection with and to accommodate the Borrower’s issuance of the Convertible Debentures and in consideration of Lender’s waiver of the Existing Defaults and other good and valuable consideration, Lender agrees to exchange its Warrants for a fee in the amount of $6,500,000.00 (the “Warrant Exchange Fee”) that shall be due and payable upon the earlier to occur of (a) the consummation of any sale of all or any material portion of the Borrower’s assets in one or a series of transactions, the merger, consolidation, share exchange or similar transaction of the Borrower with or into another corporation, company or other entity or a Change of Control, (b) the payment in full in cash of the then outstanding principal amount of and all accrued and unpaid interest on the Convertible Debentures, (c) the Term Loan Maturity Date, or (d) the payment in full of the outstanding Secured Obligations. The Warrant Exchange Fee shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under the Agreement and shall be secured by the Collateral. The Warrant Exchange Fee is deemed fully earned by Lender as of the date hereof regardless of the payment date thereof. Notwithstanding the foregoing provisions of this Section 13 to the contrary, Borrower shall not make and Lender shall not accept the payment of the Warrant Exchange Fee unless and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid in full or otherwise converted into shares of the Borrower’s common stock. 14. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to the date hereof. 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements.

Subsequent Financing. Borrower shall raise a minimum During the period commencing on the Closing Date and expiring on the first to occur of $20,000,000.00 in gross cash proceeds through (i) the sale of new equity or subordinated debt no later than January 31, 2014, of which an amount of not less than $10,000,000.00 shall have been raised concurrently with the effectiveness twelve (12) month anniversary of the Second Amendment to the Agreement.” 9. Section 7.16 Effective Date of the Agreement is hereby amended by inserting immediately after Section 7.16(cRegistration Statement or (ii) the following: “Notwithstanding this Section 7.16, if, prior to delivery twenty-four (24) month anniversary of the Company’s quarterly financial statements for any fiscal quarterClosing Date, the Company will not, directly or indirectly, effect a subsequent financing (a “Subsequent Financing”) of its securities (whether structured as debt or equity), unless in each such case the Company shall have taken action first offered to improve its Liquidity sell to the satisfaction Subscribers in this Offering, in the aggregate, an amount of Lender, the securities offered in such as a new financing transaction, then Subsequent Financing equal to 50% of the financial covenants securities offered in Section 7.16(a) or such Subsequent Financing (b) shall be deemed the securities to be waived offered to Subscribers pursuant to this Section being referred to herein in the “Offered Securities”). The Company shall offer to sell to each Subscriber (A) such Subscriber’s pro rata share of the Offered Securities (the “Basic Amount”), and (B) such additional portion of the Offered Securities as such Subscriber shall indicate it will purchase should the other Subscribers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by Lender until the Company delivers its quarterly financial statements for its next succeeding fiscal quarter.in writing delivered to such Subscriber (the “Participation Notice” 10). Section 7.17 The Company shall deliver the Participation Notice to the Subscribers at least 5 business days prior to the closing of the Agreement is hereby amended Subsequent Financing. Any Subscriber desiring to participate in such Subsequent Financing must provide written notice to the Company by amending and restating the last sentence thereof to read in its entirety as follows: “Further, not later than November 30, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent 5:30 p.m. (65%New York City time) of on the stock of all of Borrower’s other Subsidiaries organized outside of 3rd business day following the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11. Upon the effectiveness of this Amendment, Lender hereby agrees date that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes of the Agreement and agrees that the Convertible Debentures are subordinated to the Secured Obligations pursuant to the Subordination Agreements. 12. Upon the effectiveness of this Amendment, Lender hereby waives any Events of Default existing prior to the date hereof Company delivered such Participation Notice (the “Existing Defaults”). 13. In connection with and to accommodate the Borrower’s issuance of the Convertible Debentures and in consideration of Lender’s waiver of the Existing Defaults and other good and valuable consideration, Lender agrees to exchange its Warrants for a fee in the amount of $6,500,000.00 (the “Warrant Exchange FeeNotice Period”) that shall be due and payable upon the earlier to occur of (a) the consummation of any sale of all or any material portion of the Borrower’s assets in one or a series of transactions, the merger, consolidation, share exchange or similar transaction of the Borrower with or into another corporation, company or other entity or a Change of Control, (b) the payment in full in cash of the then outstanding principal amount of and all accrued and unpaid interest on the Convertible Debentures, (c) the Term Loan Maturity Date, or (d) the payment in full of the outstanding Secured Obligations. The Warrant Exchange Fee shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under the Agreement and shall be secured by the Collateral. The Warrant Exchange Fee is deemed fully earned by Lender as of the date hereof regardless of the payment date thereof. Notwithstanding the foregoing provisions of this Section 13 to the contrary, Borrower shall not make and Lender shall not accept the payment of the Warrant Exchange Fee unless and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid in full or otherwise converted into shares of the Borrower’s common stock. 14. The Agreement, as amended hereby, shall remain in full force and effect calculated in accordance with its terms. Except as expressly the notice provisions set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as below in effect prior to the date hereofSection 7.7). 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements.

Subsequent Financing. Borrower shall raise a minimum of $20,000,000.00 in gross cash proceeds through the sale of new equity or subordinated debt no later than January 31If, 2014, of which an amount of not less than $10,000,000.00 shall have been raised concurrently with the effectiveness of the Second Amendment to the Agreement.” 9. Section 7.16 of the Agreement is hereby amended by inserting immediately after Section 7.16(c) the following: “Notwithstanding this Section 7.16, if, at any time prior to delivery of the Company’s quarterly financial statements for any fiscal quarterJuly 30, 2005, the Company shall have taken action issue any shares of Common Stock in a non-public capital raising transaction (a "Financing Transaction") at a price per share less than the Per Share Purchase Price, then each Purchaser shall be entitled to improve its Liquidity receive, in connection with the closing of the Financing Transaction, an additional number of shares of Common Stock (the "Adjustment Shares") determined by subtracting (i) the number of Shares received by such Purchaser pursuant to this Agreement at Closing, from (ii) the number of shares of Common Stock determined by dividing such Purchaser's aggregate Purchase Price paid at Closing by the per share purchase price in the Financing Transaction, rounded down to the satisfaction of Lendernearest whole share; provided, such as a new financing transactionhowever, then the financial covenants that in Section 7.16(a) or (b) no event shall an issuance be deemed to be waived by Lender until constitute a Financing Transaction if the Company delivers its quarterly financial statements for its next succeeding fiscal quarter.” 10. Section 7.17 primary purpose of the Agreement such equity financing is hereby amended by amending and restating the last sentence thereof not to read in its entirety as follows: “Furtherraise equity capital; provided, not later than November 30further, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11. Upon the effectiveness of this Amendment, Lender hereby agrees that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes issuance of any Adjustment Shares to any Purchaser in connection with the Agreement and agrees that the Convertible Debentures are subordinated closing of a Financing Transaction shall be subject to the Secured Obligations pursuant to the Subordination Agreements. 12. Upon the effectiveness receipt of this Amendment, Lender hereby waives any Events of Default existing prior to the date hereof (the “Existing Defaults”). 13. In connection with and to accommodate the Borrower’s issuance of the Convertible Debentures and in consideration of Lender’s waiver of the Existing Defaults and other good and valuable consideration, Lender agrees to exchange its Warrants for a fee in the amount of $6,500,000.00 (the “Warrant Exchange Fee”) that shall be due and payable upon the earlier to occur of (a) the consummation of any sale of all or any material portion of the Borrower’s assets in one or a series of transactions, the merger, consolidation, share exchange or similar transaction of the Borrower with or into another corporation, company or other entity or a Change of Control, (b) the payment in full in cash of the then outstanding principal amount appropriate consents of and all accrued and unpaid interest on approvals by the Convertible Debentures, (c) the Term Loan Maturity Date, or (d) the payment in full Company's board of the outstanding Secured Obligations. The Warrant Exchange Fee shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under the Agreement directors and shall be secured by subject to the Collateral. The Warrant Exchange Fee is deemed fully earned by Lender as availability of an exemption from registration under the date hereof regardless of the payment date thereofSecurities Act. Notwithstanding the foregoing provisions of anything in this Section 13 4.11 to the contrary, Borrower no Adjustment Shares shall not make be issuable, and Lender no Purchaser shall not accept be entitled to any Adjustment Shares, to the payment extent that as a result of said issuance in excess of 6,135,108 shares of Common Stock (19.99% of the Warrant Exchange Fee unless Common Stock issued and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid in full or otherwise converted into shares of the Borrower’s common stock. 14. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to on the date hereof. 15, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap") would be issued pursuant to this Section 4.11. This Amendment may be executed in two or more counterpartsIn such event, each of which Purchaser shall be deemed an original, but all entitled to receive the number of which together shall constitute one instrument. 16. As a condition Additional Shares equal to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders such Purchaser's pro rata share of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements20% Cap (based upon its aggregate Purchase Price hereunder).

Subsequent Financing. Borrower shall raise a minimum of $20,000,000.00 in gross cash proceeds Limitation on Registrations. (a) From the date hereof through the sale ninetieth (90th) Trading Day following the Effective Date, the Company will not offer, sell, grant any option to purchase, or otherwise dispose of new (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or subordinated equity equivalent securities (including the issuance of any debt no later or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock) other than January 31to the Purchasers. (b) The Company shall not, 2014directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its equity or equity-equivalent securities or securities of any of its Affiliates that are exchangeable or convertible (directly or indirectly) for shares of Common Stock, including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock (collectively, a "Subsequent Placement") from the date hereof until the expiration of the l80th Trading Day after the Effective Date, unless (A) the Company delivers to each of the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the tenth Trading Day after its receipt of the Subsequent Placement Notice of its willingness to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on the same terms set forth in the Subsequent Placement Notice. If the Purchasers shall fail to notify the Company of their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide the Purchasers with a second Subsequent Placement Notice, and the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro-rata portion of the aggregate number of Securities purchased by such Purchaser under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice. (c) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Section 6(c) of the Registration Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common S tock permitted to be issued pursuant to Section 3.9(e), the Company shall not, for a period of not less than $10,000,000.00 shall have been raised concurrently with ninety (90) Trading Days after the effectiveness Effective Date, without the prior written consent of the Second Amendment to the Agreement.” 9. Section 7.16 of the Agreement is hereby amended by inserting immediately after Section 7.16(c) the following: “Notwithstanding this Section 7.16Purchasers, if, prior to delivery register any securities of the Company’s quarterly financial statements for any fiscal quarter. Any days after the Effective Date that a Purchaser is unable to sell Underlying Shares under the Underlying Shares Registration Statement shall be added to such ninety (90) Trading Day period. (d) With respect to Section 3.9(a) and (b), the Company ninety (90) and one hundred and eighty (180) Trading Day periods shall have taken action to improve its Liquidity to be extended for the satisfaction number of LenderTrading Days following the Effective Date during such period (A) in which trading in the Common Stock is suspended by any securities exchange or market or quotation system on which the Common Stock is then listed, such as a new financing transactionor (B) during which the Underlying Shares Registration Statement is not effective, then or (C) during which the financial covenants prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares. (e) The restrictions contained in Section 7.16(a) or 3.9(a), and (b) shall be deemed not apply to be waived (i) the granting of options or warrants to employees, officers and directors of the Company, and the issuance of Common Stock upon exercise of such options or warrants granted under any stock option plan heretofore or hereinafter duly adopted by Lender until the Company delivers and (ii) and (ii) issuances of Common Stock pursuant to a Strategic Transaction (as defined herein). A "Strategic Transaction" shall mean a transaction or relationship in which the Company issues shares of Common Stock to a Person which is, itself or through its quarterly financial statements for its next succeeding fiscal quarter.” 10. Section 7.17 subsidiaries, an operating company in a business related to the business of the Agreement is hereby amended by amending Company and restating in which the last sentence thereof to read Company receives material benefits in its entirety as follows: “Further, not later than November 30, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11. Upon the effectiveness of this Amendment, Lender hereby agrees that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes of the Agreement and agrees that the Convertible Debentures are subordinated addition to the Secured Obligations pursuant to the Subordination Agreements. 12. Upon the effectiveness investment of this Amendmentfunds, Lender hereby waives any Events of Default existing prior to the date hereof (the “Existing Defaults”). 13. In connection with and to accommodate the Borrower’s issuance of the Convertible Debentures and in consideration of Lender’s waiver of the Existing Defaults and other good and valuable consideration, Lender agrees to exchange its Warrants for a fee in the amount of $6,500,000.00 (the “Warrant Exchange Fee”) that shall be due and payable upon the earlier to occur of (a) the consummation of any sale of all or any material portion of the Borrower’s assets in one or a series of transactions, the merger, consolidation, share exchange or similar transaction of the Borrower with or into another corporation, company or other entity or a Change of Control, (b) the payment in full in cash of the then outstanding principal amount of and all accrued and unpaid interest on the Convertible Debentures, (c) the Term Loan Maturity Date, or (d) the payment in full of the outstanding Secured Obligations. The Warrant Exchange Fee but shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under include a transaction in which the Agreement and shall be secured by Company is issuing securities primarily for the Collateral. The Warrant Exchange Fee purpose of raising capital or to an entity whose primary business is deemed fully earned by Lender as of the date hereof regardless of the payment date thereof. Notwithstanding the foregoing provisions of this Section 13 to the contrary, Borrower shall not make and Lender shall not accept the payment of the Warrant Exchange Fee unless and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid investing in full or otherwise converted into shares of the Borrower’s common stocksecurities. 14. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to the date hereof. 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements.

Subsequent Financing. Borrower From the date hereof until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) 12 month anniversary of the initial closing pursuant to the Section 2(a) of this Agreement, upon a Subsequent Financing, Investor shall raise a minimum of $20,000,000.00 have the right to participate in gross cash proceeds through the sale of new equity or subordinated debt no later than January 31any financing, 2014, of which up to an amount of not less than $10,000,000.00 shall have been raised concurrently with the effectiveness Subsequent Financing equal to 100% of the Second Amendment Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. At least five (5) Trading Days prior to the Agreement.” 9. Section 7.16 closing of the Agreement is hereby amended by inserting immediately after Section 7.16(c) the following: “Notwithstanding this Section 7.16, if, prior to delivery of the Company’s quarterly financial statements for any fiscal quarterSubsequent Financing, the Company shall have taken action deliver to improve Investor a written notice of its Liquidity intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to review the satisfaction details of Lendersuch financing (such additional notice, such as a new financing transaction, then the financial covenants in Section 7.16(a) or (b) shall be deemed to be waived by Lender until the Company delivers its quarterly financial statements for its next succeeding fiscal quarter.“Subsequent Financing Notice” 10. Section 7.17 of the Agreement is hereby amended by amending and restating the last sentence thereof to read in its entirety as follows: “Further, not later than November 30, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11). Upon the effectiveness request of this AmendmentInvestor, Lender hereby agrees that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes of the Agreement and agrees that the Convertible Debentures are subordinated to the Secured Obligations pursuant to the Subordination Agreements. 12. Upon the effectiveness of this Amendmentonly upon a request by Investor, Lender hereby waives any Events of Default existing prior to the date hereof (the “Existing Defaults”). 13. In connection with and to accommodate the Borrower’s issuance of the Convertible Debentures and in consideration of Lender’s waiver of the Existing Defaults and other good and valuable consideration, Lender agrees to exchange its Warrants for a fee Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, including the amount of $6,500,000.00 (proceeds intended to be raised thereunder and the “Warrant Exchange Fee”) that Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall be due and payable upon the earlier to occur of (a) the consummation of any sale of all or any material portion of the Borrower’s assets in one or include a series of transactions, the merger, consolidation, share exchange term sheet or similar transaction of the Borrower with or into another corporation, company or other entity or a Change of Control, (b) the payment in full in cash of the then outstanding principal amount of and all accrued and unpaid interest on the Convertible Debentures, (c) the Term Loan Maturity Date, or (d) the payment in full of the outstanding Secured Obligations. The Warrant Exchange Fee shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under the Agreement and shall be secured by the Collateral. The Warrant Exchange Fee is deemed fully earned by Lender as of the date hereof regardless of the payment date thereof. Notwithstanding the foregoing provisions of this Section 13 to the contrary, Borrower shall not make and Lender shall not accept the payment of the Warrant Exchange Fee unless and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid in full or otherwise converted into shares of the Borrower’s common stock. 14. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or document relating thereto as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to the date hereofattachment. 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements.

Subsequent Financing. Borrower shall raise a minimum of $20,000,000.00 in gross cash proceeds through the sale of new equity or subordinated debt no later than January 31, 2014, of which an amount of not less than $10,000,000.00 shall have been raised concurrently with the effectiveness of the Second Amendment (a) Subject to the Agreement.” 9. Section 7.16 provisions of the Agreement is hereby amended by inserting immediately after Section 7.16(c) the following: “Notwithstanding this Section 7.167, if, at any time while this Note is outstanding, the Company enters into any capital raising or financing transaction, including without limitation any issuance by the Company of shares of Common Stock or Common Stock Equivalents (as defined below) for cash consideration, indebtedness or a combination of units thereof (each, a “Subsequent Financing”), then on or prior to delivery the fifth (5th) Trading Day following the consummation of the Company’s quarterly financial statements for any fiscal quartersuch Subsequent Financing, the Company shall have taken action to improve its Liquidity first pay to the satisfaction of Lender, such as a new financing transaction, then the financial covenants in Section 7.16(a) or (b) shall be deemed to be waived by Lender until the Company delivers its quarterly financial statements for its next succeeding fiscal quarter.” Holder at least 10. Section 7.17 % of the Agreement is hereby amended by amending gross proceeds of such Subsequent Financing (or such lesser amount as may be required to satisfy and restating pay in full the last sentence thereof to read in its entirety as follows: “Further, not later than November 30, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11. Upon the effectiveness amount of this AmendmentNote) to redeem all or a portion of this Note, Lender hereby agrees that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes of the Agreement plus accrued but unpaid interest, plus liquidated damages, if any, and agrees that the Convertible Debentures are subordinated any other amounts then owing to the Secured Obligations pursuant Holder in respect of this Note (a “Mandatory Redemption”). The Company shall deliver notice to the Subordination Agreements. 12. Upon the effectiveness Holder of this Amendment, Lender hereby waives any Events of Default existing a Subsequent Financing at least five (5) Trading Days prior to the date hereof closing of such Subsequent Financing (the “Existing DefaultsPre-Notice”). 13, which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). In connection with and to accommodate the Borrower’s issuance As used herein, “Common Stock Equivalents” means any securities of the Convertible Debentures and in consideration of Lender’s waiver of Company that entitle the Existing Defaults and other good and valuable considerationholder thereof to acquire at any time Common Stock, Lender agrees to exchange its Warrants for a fee in the amount of $6,500,000.00 (the “Warrant Exchange Fee”) that shall be due and payable upon the earlier to occur of (a) the consummation of including, without limitation, any sale of all or any material portion of the Borrower’s assets in one or a series of transactionsdebt, the mergerpreferred stock, consolidationright, share exchange or similar transaction of the Borrower with or into another corporationoption, company warrant or other entity instrument that is at any time convertible into or a Change of Control, (b) the payment in full in cash of the then outstanding principal amount of and all accrued and unpaid interest on the Convertible Debentures, (c) the Term Loan Maturity Dateexercisable or exchangeable for, or (d) otherwise entitles the payment in full of the outstanding Secured Obligations. The Warrant Exchange Fee shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under the Agreement and shall be secured by the Collateral. The Warrant Exchange Fee is deemed fully earned by Lender as of the date hereof regardless of the payment date thereof. Notwithstanding the foregoing provisions of this Section 13 holder thereof to the contraryreceive, Borrower shall not make and Lender shall not accept the payment of the Warrant Exchange Fee unless and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid in full or otherwise converted into shares of the Borrower’s common stockCommon Stock. 14. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to the date hereof. 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements.

Subsequent Financing. Borrower shall raise a minimum Subject to Section 2 above, until the Repayment Amount has been paid in full, if and when Maker completes an offering (the “Subsequent Financing”) of $20,000,000.00 in gross cash proceeds through the sale of new (i) equity or subordinated equity-linked securities, or (ii) debt that is convertible into equity or in which there is an equity component (the “Additional Securities”), Maker shall offer participation in such Subsequent Financing to Holder in accordance with the following provisions: A. At least three (3) trading days prior to, or within three (3) trading days after, the closing of the offering of Additional Securities, Maker shall deliver to Holder a written notice of such offering (the “Subsequent Financing Notice”), which Subsequent Financing Notice shall ask the Holder if it wants to review the details of such financing (the “Subsequent Financing Description”). Upon the request of Holder for a Subsequent Financing Description, Maker shall promptly, but no later than January 31two (2) trading days after such request, 2014deliver a Financing Description to Holder. The Financing Description shall describe in reasonable detail the proposed terms of such Subsequent Financing, of which an amount of not less than $10,000,000.00 shall have been raised concurrently with the effectiveness of the Second Amendment to the Agreement.” 9. Section 7.16 of the Agreement is hereby amended by inserting immediately after Section 7.16(c) the following: “Notwithstanding this Section 7.16, if, prior to delivery of the Company’s quarterly financial statements for any fiscal quarter, the Company shall have taken action to improve its Liquidity to the satisfaction of Lender, such as a new financing transaction, then the financial covenants in Section 7.16(a) or (b) shall be deemed to be waived by Lender until the Company delivers its quarterly financial statements for its next succeeding fiscal quarter.” 10. Section 7.17 of the Agreement is hereby amended by amending and restating the last sentence thereof to read in its entirety as follows: “Further, not later than November 30, 2013, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 11. Upon the effectiveness of this Amendment, Lender hereby agrees that the Convertible Debentures constitute “Subordinated Indebtedness” for purposes of the Agreement and agrees that the Convertible Debentures are subordinated to the Secured Obligations pursuant to the Subordination Agreements. 12. Upon the effectiveness of this Amendment, Lender hereby waives any Events of Default existing prior to the date hereof (the “Existing Defaults”). 13. In connection with and to accommodate the Borrower’s issuance of the Convertible Debentures and in consideration of Lender’s waiver of the Existing Defaults and other good and valuable consideration, Lender agrees to exchange its Warrants for a fee in the amount of $6,500,000.00 proceeds intended to be raised thereunder, the Person(s) with whom such Subsequent Financing is proposed to be effected (provided that the “Warrant Exchange Fee”name of such Person(s) is available, and provided further that Holder agrees not to make or receive with contact such Person(s) except with Maker’s prior written consent in its sole discretion), and attached to which shall be due a term sheet or similar document relating thereto. B. By written notification received by Maker by 6:30 p.m. (New York City time) on the second (2nd) trading day after its receipt of the Subsequent Financing Notice, Holder may elect to purchase or obtain, at the price and payable upon on the earlier terms specified in the Subsequent Financing Description, such number of Additional Securities as is equal to occur of (a) the consummation of any sale of all or any material then outstanding portion of the Borrower’s assets principal amount pursuant to this Note on the terms and conditions set forth in one or a series of transactionsthe Subsequent Financing Description, subject to mutually acceptable documentation; provided, that Holder shall pay for the mergerAdditional Securities by surrendering, consolidationand Maker shall receive payment by accepting such surrender, share exchange or similar transaction of the Borrower with or into another corporation, company or other entity or a Change of Control, (b) the payment in full in cash of the then outstanding principal balance of this Note. Upon the surrender of such principal amount of and all accrued and unpaid interest on the Convertible Debenturesas payment for Additional Securities, Maker (c) the Term Loan Maturity Dateitself, or through its transfer agent) shall, no later than the third business day following such surrender, issue and deliver (di.e., deposit with a nationally recognized overnight courier service postage prepaid) to Holder or its nominee certificates or other instruments evidencing the payment in full of the outstanding Secured Obligations. The Warrant Exchange Fee shall not bear interest. The Warrant Exchange Fee shall constitute Secured Obligations under the Agreement and shall be secured Additional Securities purchased by the Collateral. The Warrant Exchange Fee is deemed fully earned by Lender as of the date hereof regardless of the payment date thereof. Notwithstanding the foregoing provisions of this Section 13 to the contrary, Borrower shall not make and Lender shall not accept the payment of the Warrant Exchange Fee unless and until the principal amount of the outstanding Convertible Debentures and all accrued and unpaid interest, fees and other amounts due and payable thereon shall have been paid in full or otherwise converted into shares of the Borrower’s common stockHolder. 14. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to the date hereof. 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Amendment, duly executed by Borrower; (b) payment of Lender’s reasonable expenses incurred in connection with this Amendment; (c) Concurrently herewith, the Borrower shall have issued the Convertible Debentures and received the cash proceeds from the sale thereof; and (d) Lender and the holders of the Convertible Debentures shall have concurrently herewith entered into the Subordination Agreements.