Common use of Subsequent Placements Clause in Contracts

Subsequent Placements. (a) Except for entering into a new credit agreement approved by the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.4(a). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”), which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings of the outstanding Common Stock at the time of the Offer (the “Basic Amount”), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) Trading Day(s) after receipt of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser pursuant to Section 4.4(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser in accordance with Section 4.4(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock Effective Date (the “Subsequent Placement Blockout Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) [Reserved] (c) From the end of the Blockout Period until the one year anniversary thereof, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.6(c). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on (A) the same terms as those set forth in the Subsequent Placement greater of (1) a pro rata portion of 25% of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder and (2) an amount equal to the aggregate purchase price paid by such Purchaser hereunder for the Securities, (the “Basic Amount”), ) and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(c)(ii) above to issue, sell or exchange (or any binding commitments thereto) all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(c)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(c)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(d)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(c)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.6(c)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bd) The restrictions contained in paragraph paragraphs (a) and (c) of this Section 4.6 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board date hereof until the earlier of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of (i) the outstanding Common Stock ninety (90) day following the “Subsequent Placement Period”)Closing Date or (ii) the Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") if as a result of such offer, sale, grant or other disposition, the Person entitled to acquire such equity or equity equivalent security may do so at an effective net price to the Company per share of Common Stock less than the Per Unit Purchase Price. (b) From the date hereof until the one year anniversary of the Closing Date, the Company will not, directly or indirectly, effect any private offering of the Company's Securities ("PIPEs Securities") in which the Company is obligated to register the PIPEs Securities with the Commission within 180 days of the date the PIPEs Securities are first issued by the Company, unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of 50% of the Offered Securities based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty ten (6010) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, , (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) of this Section 4.5 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until 60 Trading Days following the outstanding Common Stock Effective Date (the “Subsequent Placement Blockout Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents Equivalents. (any such offerb) From the end of the Blockout Period through the 30th Trading Day following the end of the Blockout Period, salebut in no event later than April 15, grant, disposition or announcement being referred to as a 2004 (the “Subsequent PlacementPlacement Period”) ), the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.1(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchangedexchanged (the “Offered Amount”), (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a portion (A) fifty percent (50%) of the difference between (I) the Offered Amount, less (II) any Offered Securities purchased by Celgene Corporation pursuant to their rights under Section 4.1 of that certain Securities Purchase Agreement, dated as of December 31, 2002, by and between the Company and Celgene Corporation, based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty ten (6010) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.1(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.1(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.1(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.1(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.1(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.1(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.1(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions Blockout Period set forth in Section 4.5(a) and the Subsequent Placement Period contained in paragraph Section 4.5(b) shall (ai) be extended for the number of this Section shall Trading Days during such period in which (x) trading in the Common Stock is suspended by any Trading Market, (y) the Registration Statement is not effective, or (z) the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of Registrable Securities thereunder; and (ii) not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Until 90 Days following the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”)Closing Date, the Company will not, directly or indirectly, effect any, 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") unless the Company shall have first complied with this Section 4.4(a4.5(a). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities Securities, based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Securities purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to 5:00 p.m., New York time, on the fifth Trading Day(s) Day after receipt of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers in the aggregate are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock(i) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, or (ii) strategic transactions not significantly for the purpose of raising capital.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock Effective Date (the “Subsequent Placement "Blockout Period”"), the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”"). (b) From the end of the Blockout Period until the 60th Trading Day thereafter, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price or method of determining the price and other terms upon which they are to be issued, sold issued or exchangedsold, and the number or amount of the Offered Securities to be issued, sold issued or exchangedsold, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, issued or sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those and conditions set forth in the Subsequent Placement Offer (A) a pro rata portion of twenty-five percent (25%) of the Offered Securities based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer (if disclosed) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, issue or sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, issue or sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, issuance or sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph paragraphs (a) and (b) of this Section 4.5 shall not apply to Excluded Stock(A) any issuance of Common Stock or grant of Options to employees, officers, directors of or consultants or advisors to the Company, in each case, pursuant to a stock-based plan duly approved by the Company's board of directors; (B) upon exercise, conversion or exchange of any Common Stock Equivalents described in Schedule 3.1(f) (provided that such exercise or conversion occurs in accordance with the terms thereof, without amendment or modification) or clause (A) of this Section 4.5(e); (C) the issuance of securities pursuant to the Company's bona fide acquisition of another corporation, or all or a portion of its assets, by merger or other business combination, purchase of assets or other corporate reorganization in each case, as approved by the Company's board of directors and not for the principal purpose of raising cash; or (D) the issuance of securities in connection with a joint venture or development agreement or strategic partnership or similar agreement approved by the Company's board of directors, a primary purpose of which is not to raise equity capital and from an entity whose business is not primarily to invest in companies.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% date hereof until the twelve month anniversary of the outstanding Common Stock (the “Subsequent Placement Period”)Closing Date, the Company will shall not, (i) directly 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 of) any of its or the its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.4(a)section. (ia) The Company shall deliver to each Purchaser a an irrevocable written notice (the “OfferOffer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion such Purchasers at least one hundred percent (100%) of the Offered Securities Securities, allocated among such Purchasers (a) based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate number of the Offer Shares purchased under this Agreement (the “Basic Amount”), and (b) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Purchasers shall have an opportunity to subscribe for any remaining Undersubscription Amount. (iib) If the Subsequent Placement is being conducted as a private offering (whether by way of a confidentially marketed offering, a “PIPE” or any other method whereby the offering has not been made public), prior to delivering an Offer Notice (as defined below) to each Purchaser, the Company or its placement agent shall ask the Purchaser if it wants to be made aware of potentially material nonpublic information, brought “over the wall” and restricted from trading in a potential offering. The Purchaser shall have one (1) Business Day to decide if it wants to be brought “over the wall”. If the Purchaser agrees to be brought “over the wall”, the Company shall deliver to the Purchaser the Offer Notice as set forth in subsection 4.15(c) below. In the event that such Purchaser either declines or does not request such information from the Company within the one (1) Business Day after such request, the Purchaser shall be deemed to have waived its right to participate in the subject Subsequent Placement, but shall not be deemed to have waived any rights for any subsequent notices under this Section 4.15(c) for the duration of such right. (c) To accept an Offer, in whole or in part, a such Purchaser must deliver a written notice to the Company within ten prior to the end of the second (102nd) Trading Day(s) Business Day after such Purchaser’s receipt of the OfferOffer Notice (the “Offer Period”), setting forth the portion of the such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Purchasers a new Offer Notice and the Offer Period shall expire on the first (1st) Business Day after such Purchaser’s receipt of such new Offer Notice. (iiid) The Company shall have sixty fifteen (6015) Trading Business Days from the expiration of the period set forth in Section 4.4(a)(ii) Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), ) pursuant to a definitive agreement (the “Subsequent Placement Agreement”) but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the OfferOffer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the Commission on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (ive) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.15(d) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the such Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.15(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.15(d)) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.15(a) above. (vf) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.15(e) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vig) Any Offered Securities not acquired Notwithstanding anything to the contrary in this Section 4.15 and unless otherwise agreed to by the Purchasers or other Persons Purchasers, the Company shall either confirm in accordance with Section 4.4(a)(iii) above may not be issued, sold or exchanged until they are again offered writing to the Purchasers under that the procedures specified transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Purchasers will not be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Purchaser with another Offer Notice and each Purchaser will again have the right of participation set forth in this AgreementSection 4.15. (bh) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be permitted to deliver an Offer Notice to the Purchasers within thirty (30) days of the closing of a Subsequent Placement. (i) The restrictions contained in paragraph (a) of this Section 4.15 shall not apply to Excluded Stockin connection with an Exempt Issuance.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof through the outstanding Common Stock 10th Trading Day following the Closing Date (including such date) (the “Subsequent Placement Blockout Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the end of the Blockout Period through the 90th day following the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.1(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a portion of (A) the Offered Securities Securities, based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty ten (6010) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.1(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.1(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.1(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.1(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.1(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.1(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.1(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) and (b) of this Section shall not apply to Excluded Stock(i) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, (ii) strategic transactions not significantly for the purpose of raising capital, or (iii) upon exercise, conversion or exchange of any Common Stock Equivalents described in Schedule 2.1(m) (provided that such exercise or conversion occurs in accordance with the terms thereof, without amendment or modification).

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof through the outstanding Common Stock 10th Trading Day following the Closing Date (including such date) (the “Subsequent Placement Blockout Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the end of the Blockout Period through the 65th day following the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.1(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a portion of (A) the Offered Securities Securities, based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty ten (6010) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.1(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.1(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.1(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.1(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.1(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.1(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.1(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) and (b) of this Section shall not apply to Excluded Stock(i) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, (ii) strategic transactions not significantly for the purpose of raising capital, or (iii) upon exercise, conversion or exchange of any Common Stock Equivalents described in Schedule 2.1(m) (provided that such exercise or conversion occurs in accordance with the terms thereof, without amendment or modification).

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until 30 Trading Days after the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the Effective Date and for so long as the Notes are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.6(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of 50% of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Notes purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to the end of the 7 Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) 7 Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities within 7 Trading Days of the expiration of the period set forth in Section 4.6(b)(ii), the Company shall sell to the Purchasers the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer and subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities in accordance with the preceding sentence. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph paragraphs (a) and (b) of this Section 4.6 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% date hereof until the eighteen month anniversary of the outstanding Common Stock (the “Subsequent Placement Period”)Closing Date, the Company will shall not, (i) directly 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 of) any of its or the its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.4(a)section. (ia) The Company shall deliver to each Purchaser a an irrevocable written notice (the “OfferOffer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion such Purchasers at least thirty-five percent (35%) of the Offered Securities Securities, allocated among such Purchasers (a) based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate number of the Offer Shares purchased under this Agreement (the “Basic Amount”), and (b) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Purchasers shall have an opportunity to subscribe for any remaining Undersubscription Amount. (iib) If the Subsequent Placement is being conducted as a private offering (whether by way of a confidentially marketed offering, a “PIPE” or any other method whereby the offering has not been made public), prior to delivering an Offer Notice (as defined below) to each Purchaser, the Company or its placement agent shall ask the Purchaser if it wants to be made aware of potentially material nonpublic information, brought “over the wall” and restricted from trading in a potential offering. The Purchaser shall have one (1) Business Day to decide if it wants to be brought “over the wall”. If the Purchaser agrees to be brought “over the wall”, the Company shall deliver to the Purchaser the Offer Notice as set forth in subsection 4.11(c) below. In the event that such Purchaser either declines or does not request such information from the Company within the one (1) Business Day after such request, the Purchaser shall be deemed to have waived its right to participate in the subject Subsequent Placement, but shall not be deemed to have waived any rights for any subsequent notices under this Section 4.11(c) for the duration of such right. (c) To accept an Offer, in whole or in part, a such Purchaser must deliver a written notice to the Company within ten prior to the end of the second (102nd) Trading Day(s) Business Day after such Purchaser’s receipt of the OfferOffer Notice (the “Offer Period”), setting forth the portion of the such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Purchasers a new Offer Notice and the Offer Period shall expire on the first (1st) Business Day after such Purchaser’s receipt of such new Offer Notice. (iiid) The Company shall have sixty five (605) Trading Business Days from the expiration of the period set forth in Section 4.4(a)(ii) Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), ) pursuant to a definitive agreement (the “Subsequent Placement Agreement”) but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the OfferOffer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the Commission on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (ive) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.11(d) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the such Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.11(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.11(d)) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.11(a) above. (vf) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.11(e) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vig) Any Offered Securities not acquired Notwithstanding anything to the contrary in this Section 4.11 and unless otherwise agreed to by the Purchasers or other Persons Purchasers, the Company shall either confirm in accordance with Section 4.4(a)(iii) above may not be issued, sold or exchanged until they are again offered writing to the Purchasers under that the procedures specified transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Purchasers will not be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Purchaser with another Offer Notice and each Purchaser will again have the right of participation set forth in this AgreementSection 4.11. (bh) Notwithstanding anything to the contrary in this Section 4.11, the Company shall not be permitted to deliver an Offer Notice to the Purchasers within thirty (30) days of the closing of a Subsequent Placement. (i) The restrictions contained in paragraph (a) of this Section 4.11 shall not apply to Excluded Stockin connection with an Exempt Issuance.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exercisable or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the Effective Date until the 90th Trading Day following the Effective Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first fi-rst complied with this Section 4.4(a4.7(b). (i) The Company shall deliver to each Purchaser a an irrevocable written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate amount of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to the end of the 10 Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) 5 Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.7(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.7(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.7(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.7(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.7(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.7(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities within 5 Trading Days of the expiration of the Offer Period, the Company shall issue to the Purchasers the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.7(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iiiSections 4.7(b)(iii) or 4.7(b)(v) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (aSection 4.7(b) of this Section shall not apply to the issuance of Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by the Company’s Board of Directors, for For so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”)any Notes are outstanding, the Company will not, directly or indirectly, offer, sell, grant not effect any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) Placement unless the Company shall have first complied with this Section 4.4(aSECTION 4.8(A). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”"OFFER") of any proposed or intended issuance or sale or exchange of the securities being offered (the "OFFERED SECURITIES") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (wv) identify and describe the Offered Securities, (xw) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (x) have attached copies of any purchase agreement and any other documents in connection with the proposed Offer, (y) if known, identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged exchanged, and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of 25% of the Offered Securities Securities, based on such Purchaser’s pro rata percentage holdings of one-half being allocated to the outstanding Common Stock at the time of the Offer New Purchaser and its assignees and one-half being allocated to KFOC and its assignees (the “Basic Amount”"BASIC AMOUNT"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire attributable to the Basic Amounts of other Purchasers should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”"UNDERSUBSCRIPTION AMOUNT"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the third (103rd) Trading Day(s) after Day following such Purchaser's receipt of the Offer, Offer (not including the day on which such Offer is received by such Purchaser) setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”"NOTICE OF ACCEPTANCE"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; providedPROVIDED, howeverHOWEVER, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”"AVAILABLE UNDERSUBSCRIPTION AMOUNT"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty fifteen (6015) Trading Days from the expiration of the period set forth in Section 4.4(a)(iiSECTION 4.8(A)(II) above to consummate the issue, sell sale or exchange of all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”"REFUSED SECURITIES"), but only to the offerees identified in the Offer, if any, and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer; PROVIDED that if the terms of any financing or market conditions change during such fifteen Trading Day period, any election under 4.8(a)(ii) shall be void and the Offered Securities must first be re-offered to Purchasers under and in accordance with this SECTION 4.8 prior to consummating any transaction described in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iiiSECTION 4.8(A)(III) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(iiSECTION 4.8(A)(II) above multiplied by a fraction, (ix) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(iiSECTION 4.8(A)(II) above prior to such reduction) ), and (iiy) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(iSECTION 4.8(A)(I) above. (v) Upon the closing of the an issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers each Purchaser shall acquire from the Company, and the Company shall issue to the Purchaserseach Purchaser, the number or amount of Offered Securities specified in the applicable Notices of Acceptance, as reduced pursuant to Section 4.4(a)(ivSECTION 4.8(A)(IV) above if the Purchasers have any Purchaser has so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers a Purchaser of any Offered Securities is subject in all cases to the receipt of any necessary approvals (shareholder, third party or government) and preparation, execution and delivery by the Company and the Purchasers such Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Purchaser, the Purchaser Company and their respective counselcounsels. In addition, a Purchaser shall not be required to close the purchase of securities pursuant to this Section prior to three Business Days after all conditions to the closing have been satisfied. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iiiSECTION 4.8(A)(III) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into (i) the issuance of Common Stock, options or other stock-based benefits to employees, officers, directors of, or consultants or advisors to the Company pursuant to a new credit stock-based plan duly approved by the Company’s board of directors, (ii) the issuance of any securities pursuant to rights to purchase or acquire Common Stock or Common Stock Equivalents outstanding as of the date of this Agreement, (iii) the issuance of securities in connection with any bona fide acquisition by the Company of another entity, or all or substantially all of the assets of another entity, by merger, purchase of assets or other corporate reorganization, in each case as approved by the Company’s board of directors and not for the principal purpose of raising cash, and (iv) the issuance of securities in connection with a joint venture or development agreement or strategic partnership or similar agreement approved by the Company’s Board board of Directorsdirectors and not for the principal purpose of raising cash (collectively, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the an “Subsequent Placement PeriodExcluded Transaction”), the Company will not, prior to the Effective Date, directly 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 of) any of its or the Significant Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or any security convertible exercisable or exchangeable for Common Stock Equivalents (collectively know as “Common Stock Equivalents”) (any such offer, sale, grant, disposition or announcement that is not an Excluded Transaction being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.4(a). (b) Until the one year anniversary of the date of this Agreement, the Company will use its reasonable commercial best efforts to notify the Investor of any Subsequent Placement that is to be completed by the Company without registration under the Securities Act (a “Private Placement”) and use its reasonable commercial best efforts to allow the Investor to participate in such Private Placement on the same terms as any other purchaser of securities in such Private Placement. For purposes of this Section 7(b), reasonable commercial efforts shall mean that the Company shall use its best efforts to (i) The Company shall deliver offer to sell, or sell, to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange Investor an amount of the securities being Common Stock or Common Stock Equivalents offered in a Subsequent such Private Placement (the “Offered Securities”), which Offer shall ) equal to such Investor’s pro rata portion of twenty-five percent (w25%) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion of the Offered Securities based on such PurchaserInvestor’s pro rata percentage holdings of the outstanding Common Stock at the time of the Offer (the “Basic Amount”), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to aggregate purchase price paid by the Basic Amounts Investors for all of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). Shares purchased hereunder, and (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice notify the Investor not less than 2 Trading Days prior to the Company closing of such Private Placement or if earlier within ten (10) Trading Day(s) one day after receipt of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed forreaching a preliminary agreement with another purchaser; provided, however, that if such reasonable commercial efforts shall not (x) obligate the Undersubscription Amounts subscribed for exceed Company to notify the difference between the total Investor of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”)a Private Placement prior to commencement of negotiations with another purchaser, the Purchaser who has subscribed for or in any Undersubscription Amount shall be entitled event more than 10 days prior to purchase on that portion closing of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears Private Placement or (y) to offer to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii) above to issue, sell or exchange all or Investor any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offerpurchased by any other Investor. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser pursuant to Section 4.4(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser in accordance with Section 4.4(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% date hereof until the 12-month anniversary of the outstanding Common Stock Effective Date (the “Subsequent Placement Period”"RIGHTS PERIOD"), the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) "SUBSEQUENT PLACEMENT"). unless the Company shall have first complied with this Section 4.4(a4.11(a). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”"OFFER") of any proposed or intended issuance or sale or exchange of the securities being offered (the "OFFERED SECURITIES") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons lead investor or entities (if known) entity to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a pro-rata portion of ONE-HALF OF the Offered Securities Securities, based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”"BASIC AMOUNT"), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”"UNDERSUBSCRIPTION AMOUNT"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”"NOTICE OF ACCEPTANCE"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”"AVAILABLE UNDERSUBSCRIPTION AMOUNT"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty ten (6010) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.11(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”"REFUSED SECURITIES"), but only pursuant to the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. In the event there is a change in the terms of the Offer during the period set forth in Section 4.11(a)(ii) above or during the 10 Trading Day period described in this subsection, provided that the Offer remains for the same type of securities as in the original Offer, then the Company shall notify each Purchaser who has previously accepted the Offer of such material changes, and such Purchaser shall have two (2) Trading Days to accept or reject such modified Offer. Any other change in terms of the Offer shall require a new Offer under the procedure specified in this Agreement. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.11(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.11(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.11(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.11(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.11(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel, and if the Purchasers decline to execute such documents with respect to the Offered Securities, such Purchasers will be deemed to have rejected the Offer. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.11(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock. The Rights Period set forth in the preceding paragraph (a) shall be extended for the number of Trading Days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, (ii) the Registration Statement is not effective, or (iii) the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of Registrable Securities thereunder. (c) Notwithstanding any other provision of this Section 4.11, to the extent, but only to the extent, that the Company has required each Person to whom an offer to purchase Offered Securities was made (whether pursuant to this Section 4.11 or otherwise) to be expressly bound by a confidentiality agreement with respect to any material nonpublic information disclosed to such Persons in connection with their evaluation of a potential purchase of Offered Securities, the Company shall not be obligated to deliver the Offer to any Purchaser unless such Purchaser to be bound by a confidentiality agreement identical in form and substance to any confidentiality agreement legally binding upon each such other Person, after being requested to do so by the Company.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, date hereof and for so long as Purchasers and/or their Affiliates hold a Threshold Purchaser (together with its Affiliates) beneficially owns (x) a Preferred Share or (y) shares of Common Stock (together with any shares of Common Stock issuable upon conversion of the Notes without regard to any limitations or conditions on the conversion of the Notes set forth therein) representing at least 10% of the outstanding number of shares of Common Stock (the “Subsequent Placement Period”)issued or issuable pursuant to this Agreement to all Threshold Purchasers, the Company will not, directly or indirectly, offer, sell, grant effect any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) Placement unless the Company shall have first complied with the provisions of this Section 4.4(a).4.8: (i) The Company shall deliver to each Threshold Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in any Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Threshold Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Threshold Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time of the Offer Securities then held by all Threshold Purchasers (the “Basic Amount”), and (B) with respect to each Threshold Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Threshold Purchasers as such Threshold Purchaser shall indicate it will purchase or acquire should the other Threshold Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Threshold Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) Day period after receipt of the Offer, setting forth the portion of the Threshold Purchaser’s Basic Amount that such Threshold Purchaser elects to purchase and, if such Threshold Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Threshold Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Threshold Purchasers are less than the total of all of the Basic Amounts, then the each Threshold Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Threshold Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on only that portion of the Available Undersubscription Amount as the Basic Amount of such Threshold Purchaser bears to the total Basic Amounts of all Threshold Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company’s Board of Directors to the extent its it deems reasonably necessary. (iii) The Company shall have sixty (60) 35 Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.8(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Threshold Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.8(a)(iii) above), then each Threshold Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Threshold Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.8(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Threshold Purchasers pursuant to Section 4.4(a)(ii4.8(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Threshold Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Threshold Purchasers in accordance with Section 4.4(a)(i4.8(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Threshold Purchasers shall acquire from the Company, and the Company shall issue to the Threshold Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.8(a)(iv) above if the Threshold Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Threshold Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Threshold Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Company, the Threshold Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Threshold Purchasers or other Persons in accordance with Section 4.4(a)(iii4.8(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Threshold Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section 4.8 shall not apply to issuances of Excluded Stock. In addition to the foregoing, the right of participation in this Section 4.8 shall not be applicable with respect to any Threshold Purchaser and any Subsequent Placement, if (i) at the time of such Subsequent Placement, the Threshold Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act and (ii) such Subsequent Placement is otherwise being offered only to accredited investors.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly or indirectly, offer, sell, grant effect any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”. (b) From the Effective Date and for so long as the Notes are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a)4.6. (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Notes purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to the end of the 10 Trading Day(s) Day period after receipt of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty fifteen (6015) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(d)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(d)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(d)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(d)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(d)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.6(d)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) of this Section 4.6 shall not apply to issuances of Excluded Stock. (d) If at any time while any Note is outstanding the Company proposes to directly or indirectly effect a Subsequent Placement pursuant to which securities will be issued at an Effective Price to the Company per share of Common Stock less than the Conversion Price (as defined in the Note), then the Company shall offer to repurchase an amount of each Purchaser’s Note for an aggregate price (as determined below) equal to the lesser of (A) the aggregate amount of the Subsequent Placement, and (B) the aggregate amount required to repurchase all of the Notes pursuant to this Section 4.6(d). All Notes repurchased under this Section 4.6(d) shall be repurchased at a price equal to the greater of (x) the outstanding principal amount of the Notes purchased, plus all accrued but unpaid interest thereon through the date of payment, and (y) the Event Equity Value of the Underlying Shares then issuable upon conversion of the Notes purchased (without regard to any restrictions on conversion).

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Significant Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents Equivalents, but not including any Excluded Stock, (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”"), except as permitted by this Section 4.5. (b) From the Effective Date until the one year anniversary thereof, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of fifty percent (50%) of the Offered Securities based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"), provided that the Purchaser may also give a Notice of Acceptance at anytime prior to the date that is 10 days prior to the closing of such Subsequent Placement. If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) 120 Trading Days from the expiration of the five Trading Day period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange (or any binding commitment thereto) all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (ab) of this Section 4.5 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”"). (b) From the Effective Date until the one year anniversary thereof, the Company will not, directly or indirectly, effect any Subsequent Placement, unless the Company shall have first complied with this Section 4.4(a9.6(b). (i) The Company shall deliver to each Purchaser Investor a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement each Investor (A) a pro rata portion of the Offered Securities based on such Purchaser’s Investor's pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser Investor that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers Investors as such Purchaser Investor shall indicate it will purchase or acquire should the other Purchasers Investors subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser Investor must deliver a written notice to the Company within ten (10) Trading Day(s) after receipt prior to the end of the 5 Business Day period of the Offer, setting forth the portion of the Purchaser’s Investor's Basic Amount that such Purchaser Investor elects to purchase and, if such Purchaser Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser Investor elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers Investors are less than the total of all of the Basic Amounts, then the Purchaser each Investor who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the Purchaser each Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase on only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser Investor bears to the total Basic Amounts of all Purchasers Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) Trading at least 5 Business Days from the expiration of the period set forth in Section 4.4(a)(ii9.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers Investors (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) ), taken as a whole, that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii9.6(b)(iii) above), then each Purchaser Investor may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser Investor elected to purchase pursuant to Section 4.4(a)(ii9.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Investors pursuant to Section 4.4(a)(ii9.6(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser Investor so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Investors in accordance with Section 4.4(a)(i9.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers Investors shall acquire from the Company, and the Company shall issue to the PurchasersInvestors, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv9.6(b)(iv) above if the Purchasers Investors have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers Investors of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Investors, the Company and their respective counsel. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities within 5 Business Days of the expiration of the period set forth in Section 9.6(b)(ii), the Company shall issue to the Investors the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 9.6(b)(iv) above if the Investors have so elected, upon the terms and conditions specified in the Offer. (vi) The Company and the Investors agree that if any Investor elects to participate in the Offer, (x) neither the agreement regarding the Subsequent Placement (the "Subsequent Placement Agreement") with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement Documents") shall include any term or provisions whereby any Investor shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement entered into in connection herewith. (vii) Notwithstanding anything to the contrary in this Section 9.6 and unless otherwise agreed to by Investor, the Company shall either confirm in writing to the Investors that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Investors will not be in possession of material non-public information, by the 15th Business Day following delivery of the Offer. If by the 15th Business Day following delivery of the Offer no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Investors, such transaction shall be deemed to have been abandoned and the Investors shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Investor with another Offer Notice and each Investor will again have the right of participation set forth in this Section 9.6. The Company shall not be permitted to deliver more than one such Offer to the Investors in any 60 day period. (viii) Any Offered Securities not acquired by the Purchasers Investors or other Persons in accordance with Section 4.4(a)(iii9.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers Investors under the procedures specified in this Agreement. (bc) The Notwithstanding anything in this Agreement to the contrary, the restrictions contained in paragraph (ab) of this Section 9.6 shall not apply to Excluded Stockthe issuance of Common Stock (A) upon exercise or conversion of any options or other securities described in Section 3.4 above, (provided that such exercise or conversion occurs in accordance with the terms thereof, without amendment or modification, and that the applicable exercise or conversion price or ratio is described in such schedule) or otherwise pursuant to any employee benefit plan described in Section 3.4 above or hereafter adopted by the Company and approved by its shareholders, (B) in connection with any issuance of shares or grant of options to employees, officers, directors or consultants of the Company pursuant to a stock option plan or other incentive stock plan duly adopted by the Company's board of directors or in respect of the issuance of Common Stock upon exercise of any such options, (C) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter (excluding any equity lines) in an aggregate offering amount greater than $15,000,000, or (D) in connection with a bona fide joint venture, acquisition, merger, strategic partnership, or strategic alliance the primary purpose of which is not to raise cash.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock Effective Date (the “Subsequent Placement Blockout Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the end of the Blockout Period until the 90th Trading Day following the Effective Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.7(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a pro rata portion of 50% of the Offered Securities Securities, based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Securities purchased hereunder (the “Basic Amount”), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Business Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Business Days from the expiration of the period set forth in Section 4.4(a)(ii4.7(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.7(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.7(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.7(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.7(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.7(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.7(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) of this Section 4.7 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Until the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% second anniversary of the outstanding Common Stock (the “Subsequent Placement Period”)Third Closing Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exercisable or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") unless the Company shall have first complied with this Section 4.4(a4.7(a). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion Purchasers fifty percent (50%) of the Offered Securities (the "Purchaser Allocation"), allocated among the Purchasers (A) first, based on such each Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Securities purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, based upon any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. If the Purchasers in the aggregate have not agreed to purchase the full Purchaser Allocation, none of the Purchasers shall be entitled to purchase any of the Offered Securities, provided the Offered Securities are sold as described in the following clause (iii). (iii) The Company shall have sixty ten (6010) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.7(a)(ii) above to issue, sell or exchange (A) fifty percent (50%) of the Offered Securities, if the Purchasers in the aggregate have agreed to purchase the full Purchaser Allocation, or (B) all or any part of such the Offered Securities, if the Purchasers in the aggregate have not agreed to purchase the full Purchaser Allocation (the Offered Securities as so available for issuance, sale or exchange to which a Notice of Acceptance has not been given by persons other than the Purchasers (being referred to herein as the “Refused "Available Securities”"), but provided that the Available Securities are issued, sold or exchanged only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Available Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.7(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, shall be deemed to reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.7(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.7(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the The Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities Offered Securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.7(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Available Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.7(a)(iv) above if the Purchasers have so electedabove, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.7(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to the issuance of Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of Effective Date until 30 Trading Days after the outstanding Common Stock Effective Date (the “Subsequent Placement Blockout Period”), the Company will not, directly or indirectly, offereffect any Subsequent Placement except as set forth in Section 4.5(e). (b) The Blockout Period set forth in Section 4.5(a) above shall be extended for the number of Trading Days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, sell, grant any option to purchase(ii) the Registration Statement is not effective, or otherwise dispose (iii) the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of Registrable Securities thereunder. (c) From the end of the Blockout Period until four months thereafter, the Company will not, directly or announce indirectly, effect any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) Placement unless the Company shall have first complied with this Section 4.4(a4.5(c). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the seven (107) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(c)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(c)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(c)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(c)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(c)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(c)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bd) The restrictions contained in paragraph paragraphs (ab) and (c) of this Section 4.5 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly or indirectly, offer, sell, grant effect any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”. (b) From the Effective Date and for so long as the Notes are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a)4.6. (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Notes purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to the end of the 10 Trading Day(s) Day period after receipt of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty twenty (6020) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(d)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(d)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(d)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(d)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(d)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.6(d)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) of this Section 4.6 shall not apply to issuances of Excluded Stock. (d) If at any time while any Note is outstanding the Company proposes to directly or indirectly effect a Subsequent Placement, then the Company shall offer to repurchase an amount of each Purchaser’s Note for an aggregate price (as determined below) equal to the lesser of (A) the aggregate amount of the Subsequent Placement, and (B) the aggregate amount required to repurchase all of the Notes pursuant to this Section 4.6(d). All Notes repurchased under this Section 4.6(d) shall be repurchased at a price equal to the outstanding principal amount of the Notes purchased, plus all accrued but unpaid interest thereon through the date of payment.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Until 90 Business Days following the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”)Closing Date, the Company will not, directly or indirectly, effect any, 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") unless the Company shall have first complied with this Section 4.4(a4.1(a). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of fifty percent (50%) of the Offered Securities Securities, based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Business Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.1(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.1(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.1(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.1(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock(i) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, or (ii) strategic transactions not significantly for the purpose of raising capital.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by the Company’s Board of DirectorsContemplated Financing, for so long as Purchasers and/or their Affiliates hold at least 10% of from the outstanding Common Stock (date hereof until 30 Trading Days following the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From and after the date hereof and for so long as the Notes are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.6(b), it being understood and agreed that this Section 4.6(b) shall apply to the Contemplated Financing. (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a portion of the Offered Securities based on in an amount equal to twice such Purchaser’s pro rata percentage holdings of initial aggregate principal investment amount in the outstanding Common Stock at the time of the Offer Notes purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to the end of the 7 Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) 5 Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities within 7 Trading Days of the expiration of the period set forth in Section 4.6(b)(ii), the Company shall issue to the Purchasers the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bvii) Notwithstanding anything to the contrary in this Section 4.6 and unless otherwise agreed to by the Purchasers, the Company shall either confirm in writing to the Purchasers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Purchasers will not be in possession of material non-public information, by the tenth (10th) Business Day following delivery of the Offer Notice. If by the tenth (10th) following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Purchaser with another Offer Notice and each Purchaser will again have the right of participation set forth in this Section 4.6. The Company shall not be permitted to deliver more than four such Offer Notices to the Buyers in any 12 month period. (c) The restrictions contained in paragraph (ab) of this Section 4.6 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the Effective Date and for so long as the Notes are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.6(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of 66% of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Notes purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty three (603) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph paragraphs (ab) of this Section 4.6 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until 30 Trading Days following the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”"). (b) From the Effective Date and for so long as the Notes are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.6(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Notes purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) prior to the end of the 10 Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty at least seven (607) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) ), taken as a whole, that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.6(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities within seven (7) Trading Days of the expiration of the period set forth in Section 4.6(b)(ii), the Company shall issue to the Purchasers the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. (vi) The Company and the Purchasers agree that if any Purchaser elects to participate in the Offer, (x) neither the agreement regarding the Subsequent Placement (the "Subsequent Placement Agreement") with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement Documents") shall include any term or provisions whereby any Purchaser shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Purchaser prior to such Subsequent Placement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in Article VI. (vii) Notwithstanding anything to the contrary in this Section 4.6 and unless otherwise agreed to by Iroquois, the Company shall either confirm in writing to the Purchasers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Purchasers will not be in possession of material non-public information, by the seventeenth (17th) Business Day following delivery of the Offer. If by the seventeenth (17th) following delivery of the Offer no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Purchaser with another Offer Notice and each Purchaser will again have the right of participation set forth in this Section 4.6. The Company shall not be permitted to deliver more than one such Offer to the Purchasers in any 60 day period. (viii) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The Notwithstanding anything in this Agreement to the contrary, the restrictions contained in paragraph paragraphs (ab) of this Section 4.6 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof through the outstanding Common Stock 30th calendar day following the Closing Date (including such date) (the “Subsequent Placement "Blockout Period”"), the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”"). (b) From the end of the Blockout Period through the one-year anniversary of the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.1(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement a portion (A) such Purchaser's pro rata share of the Offered Securities (or, if the Offer was required to be delivered after the 90th day following the Closing Date, such Purchaser's pro rata share of 35% of the Offered Securities), based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.1(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which the proposed purchasers and the Purchasers that have delivered a Notice of Acceptance has not been given by on the Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser pursuant to Section 4.4(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser in accordance with Section 4.4(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Offered Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (viv) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.1(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph paragraphs (a) and (b) of this Section shall not apply to Excluded Stock(i) the granting of options, Common Stock and other awards to employees, consultants, service providers, officers and directors of the Company pursuant to any equity incentive plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, (ii) bona fide acquisitions of other entities or their assets, the primary purpose of which is not raising capital, (iii) the exercise, conversion or exchange of any derivative securities outstanding prior to the date of this Agreement, (iv) issuance of securities in connection with a stock split or dividend, (v) the issuance of securities to a strategic partner as part of a licensing transaction, or (vi) the issuance of securities to TL Ventures Funds in connection with the settlement of legal proceedings, or in connection with the retirement or redemption of any debt instrument currently outstanding and held by TL Ventures Funds. As used herein "TL Ventures Funds" shall include any affiliate of TL Ventures Funds and any successor to or assignee of TL Ventures Funds' interest in such litigation or debt instrument.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Until 90 Business Days following the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”)Closing Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exercisable or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") unless the Company shall have first complied with this Section 4.4(a4.1(a). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities Securities, based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Business Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.1(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.1(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.1(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.1(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.1(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock(i) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, or (ii) strategic transactions not significantly for the purpose of raising capital.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until 90 Trading Days after the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”"). (b) The Company will not, directly or indirectly, effect any Subsequent Placement from the ninetieth (90/th/) Trading Day after the Effective Date until the first anniversary of the Effective Date, unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered ("the Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Purchaser on (A) a pro rata portion of the same terms as those set forth in the Subsequent Placement a portion lesser of (1) fifty percent (50%) of the Offered Securities and (2) $10,000,000 of Offered Securities, based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Securities purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic AmountPurchaser, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription -------- ------- Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (c) The 90 Trading Day period set forth in the preceding paragraphs (a) and (b) shall be extended for the number of Trading Days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, or (ii) the Registration Statement is not effective after the Effective Date or (iii) the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of Registrable Securities thereunder. (d) The restrictions contained in paragraph paragraphs (a) and (b) of this Section shall not apply to the issuance of Excluded StockStock (as defined in Section 4.9 below).

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock Effective Date (the “Subsequent Placement Blackout Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the end of the Blackout Period until the one year anniversary of Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the (A) if such Subsequent Placement is being made or offered by (1) an Institutional Offeror, a pro rata portion of up to $2,500,000 of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder or (2) any other entity, a pro rata portion of fifty percent (50%) of the Offered Securities based on such Purchaser’s pro rata portion of the aggregate purchase price paid by the Purchasers for all of the Shares purchased hereunder (in either case, the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph paragraphs (a) and (b) of this Section 4.5 shall not apply to Excluded StockStock and the restrictions contained in paragraph (b) shall not apply to the issuance of securities (i) pursuant to or as part of a bona fide firm commitment underwritten public offering (excluding any equity line) at a per share offering price equal to at least the market price and in an aggregate offering amount of greater than $20 million or (ii) in connection with a bona fide merger, acquisition, joint venture or development agreement or strategic partnership or similar agreement approved by the Company’s board of directors, the primary purpose of which is not to raise equity capital.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board date hereof until the earlier of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of (i) the outstanding Common Stock ninety (90) day following the “Subsequent Placement Period”)Closing Date or (ii) the Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") if as a result of such offer, sale, grant or other disposition, the Person entitled to acquire such equity or equity equivalent security may do so at an effective net price to the Company per share of Common Stock less than the Per Unit Purchase Price. (b) From the date hereof until the one year anniversary of the Closing Date, the Company will not, directly or indirectly, effect any private offering of the Company's Securities ("PIPEs Securities") in which the Company is obligated to register the PIPEs Securities with the Commission within 180 days of the date the PIPEs Securities are first issued by the Company, unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of 50% of the Offered Securities based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty ten (6010) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) of this Section 4.5 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the Effective Date until the one year anniversary thereof, the Company will not, directly or indirectly, effect any Subsequent Placement, unless the Company shall have first complied with this Section 4.4(a9.6(b). (i) The Company shall deliver to each Purchaser Investor a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement each Investor (A) a pro rata portion of the Offered Securities based on such PurchaserInvestor’s pro rata percentage holdings portion of the outstanding Common Stock at the time aggregate principal amount of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser Investor that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers Investors as such Purchaser Investor shall indicate it will purchase or acquire should the other Purchasers Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser Investor must deliver a written notice to the Company within ten (10) Trading Day(s) after receipt prior to the end of the 5 Business Day period of the Offer, setting forth the portion of the PurchaserInvestor’s Basic Amount that such Purchaser Investor elects to purchase and, if such Purchaser Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser Investor elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers Investors are less than the total of all of the Basic Amounts, then the Purchaser each Investor who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the Purchaser each Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase on only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser Investor bears to the total Basic Amounts of all Purchasers Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) Trading at least 5 Business Days from the expiration of the period set forth in Section 4.4(a)(ii9.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers Investors (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) ), taken as a whole, that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii9.6(b)(iii) above), then each Purchaser Investor may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser Investor elected to purchase pursuant to Section 4.4(a)(ii9.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Investors pursuant to Section 4.4(a)(ii9.6(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser Investor so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Investors in accordance with Section 4.4(a)(i9.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers Investors shall acquire from the Company, and the Company shall issue to the PurchasersInvestors, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv9.6(b)(iv) above if the Purchasers Investors have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers Investors of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Investors, the Company and their respective counsel. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities within 5 Business Days of the expiration of the period set forth in Section 9.6(b)(ii), the Company shall issue to the Investors the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 9.6(b)(iv) above if the Investors have so elected, upon the terms and conditions specified in the Offer. (vi) The Company and the Investors agree that if any Investor elects to participate in the Offer, (x) neither the agreement regarding the Subsequent Placement (the “Subsequent Placement Agreement”) with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provisions whereby any Investor shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement entered into in connection herewith. (vii) Notwithstanding anything to the contrary in this Section 9.6 and unless otherwise agreed to by Investor, the Company shall either confirm in writing to the Investors that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Investors will not be in possession of material non-public information, by the 15th Business Day following delivery of the Offer. If by the 15th Business Day following delivery of the Offer no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Investors, such transaction shall be deemed to have been abandoned and the Investors shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Investor with another Offer Notice and each Investor will again have the right of participation set forth in this Section 9.6. The Company shall not be permitted to deliver more than one such Offer to the Investors in any 60 day period. (viii) Any Offered Securities not acquired by the Purchasers Investors or other Persons in accordance with Section 4.4(a)(iii9.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers Investors under the procedures specified in this Agreement. (bc) The Notwithstanding anything in this Agreement to the contrary, the restrictions contained in paragraph (ab) of this Section 9.6 shall not apply to Excluded Stockthe issuance of Common Stock (A) upon exercise or conversion of any options or other securities described in Section 3.4 above, (provided that such exercise or conversion occurs in accordance with the terms thereof, without amendment or modification, and that the applicable exercise or conversion price or ratio is described in such schedule) or otherwise pursuant to any employee benefit plan described in Section 3.4 above or hereafter adopted by the Company and approved by its shareholders, (B) in connection with any issuance of shares or grant of options to employees, officers, directors or consultants of the Company pursuant to a stock option plan or other incentive stock plan duly adopted by the Company’s board of directors or in respect of the issuance of Common Stock upon exercise of any such options, (C) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter (excluding any equity lines) in an aggregate offering amount greater than $15,000,000, or (D) in connection with a bona fide joint venture, acquisition, merger, strategic partnership, or strategic alliance the primary purpose of which is not to raise cash.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Subject to Section 4.5(b), from the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock Effective Date (the “Subsequent Placement Rights Period”), the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) ). unless the Company shall have first complied with this Section 4.4(a4.5(a). (i) The Company shall deliver to each Purchaser a written notice (the “OfferNotice”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)Placement, , which Offer Notice shall (w) identify and describe the Subsequent Placement and the securities proposed to be offered, sold or granted therein (the “Offered Securities”), (x) describe the price and other terms upon which they the Offered Securities are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are Subsequent Placement is to be offered, issued, sold or exchanged effected and (z) offer (the “Offer”) to issue and sell to or exchange with Purchaser each Purchaser, on the same terms as those set forth in the Subsequent Placement Notice, a pro-rata portion of the Offered Securities Securities, based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an the Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to 6:30 PM New York Time on the second Trading Day following the date on which the Offer is delivered (10as determined in Section 7.5) Trading Day(s) after receipt of (the Offer“Acceptance Period”), setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) 5 Trading Days from the expiration of the period set forth in Section 4.4(a)(ii) above Acceptance Period to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused SecuritiesSubsequent Placement, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The sale by the Company and the purchase by the Purchasers of any Offered Securities is are subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to mutually acceptable documentation no later than 5 Trading Days after the expiration of the Acceptance Period. If mutually acceptable documentation is not prepared, executed and delivered within such period, the Offered Securities reasonably satisfactory will be deemed Refused Securities and the Company shall be entitled to proceed with their sale pursuant to Section 4.5(a)(iii) above and on the same terms set forth in form and substance the documentation provided to the Purchaser and their respective counselPurchasers. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii4.5(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock. The Rights Period set forth in the preceding paragraph (a) shall be extended for the number of Trading Days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, (ii) the Registration Statement is not effective, or (iii) the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of Registrable Securities thereunder.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Until 90 Business Days following the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”)Closing Date, the Company will not, directly or indirectly, effect any, 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") unless the Company shall have first complied with this Section 4.4(a4.1(a). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of fifty percent (50%) of the Offered Securities Securities, based on such Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Securities purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten prior to the end of the five (105) Trading Day(s) after receipt Business Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days days from the expiration of the period set forth in Section 4.4(a)(ii4.1(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.1(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.1(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.1(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers, the Company and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock(i) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, or (ii) strategic transactions not significantly for the purpose of raising capital.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by From the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of date hereof until the outstanding Common Stock (the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the Effective Date until the one year anniversary thereof, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.6(b). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on the same terms as those set forth in the Subsequent Placement (A) a pro rata portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.6(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “"Refused Securities”"), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.6(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.6(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(c)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.6(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.6(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (ab) of this Section 4.5 shall not apply to Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by Until the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% second anniversary of the outstanding Common Stock (the “Subsequent Placement Period”)Second Closing Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exercisable or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”"SUBSEQUENT PLACEMENT") unless the Company shall have first complied with this Section 4.4(a4.7(a). (i) The Company shall deliver to each Purchaser a written notice (the “"Offer”") of any proposed or intended issuance or sale or exchange of the securities being offered (the "Offered Securities") in a Subsequent Placement (the “Offered Securities”)Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion Purchasers fifty percent (50%) of the Offered Securities (the "Purchaser Allocation"), allocated among the Purchasers (A) first, based on such each Purchaser’s 's pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Securities purchased hereunder (the “"Basic Amount”"), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, based upon any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “"Undersubscription Amount”"). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s 's Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. If the Purchasers in the aggregate have not agreed to purchase the full Purchaser Allocation, none of the Purchasers shall be entitled to purchase any of the Offered Securities, provided the Offered Securities are sold as described in the following clause (iii). (iii) The Company shall have sixty ten (6010) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.7(a)(ii) above to issue, sell or exchange (A) fifty percent (50%) of the Offered Securities, if the Purchasers in the aggregate have agreed to purchase the full Purchaser Allocation, or (B) all or any part of such the Offered Securities, if the Purchasers in the aggregate have not agreed to purchase the full Purchaser Allocation (the Offered Securities as so available for issuance, sale or exchange to which a Notice of Acceptance has not been given by persons other than the Purchasers (being referred to herein as the “Refused "Available Securities”"), but provided that the Available Securities are issued, sold or exchanged only to the offerees described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person person or Persons persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Available Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.7(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, shall be deemed to reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.7(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.7(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the The Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities Offered Securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.7(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Available Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.7(a)(iv) above if the Purchasers have so electedabove, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.7(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to the issuance of Excluded Stock.

Subsequent Placements. (a) Except for entering into a new credit agreement approved by with respect to the Company’s Board of DirectorsExcluded Stock, for so long as Purchasers and/or their Affiliates hold at least 10% of from the outstanding Common Stock (date hereof until the “Subsequent Placement Period”)Effective Date, the Company will not, directly 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 of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) From the Effective Date until the one year anniversary thereof, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.4(a4.5(b). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”)) in a Subsequent Placement, which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Purchaser on (A) a pro rata portion of the same terms as those set forth in the Subsequent Placement a portion greater of (1) all of the Offered Securities but not exceeding $10 million of such Offered Securities and (2) 50% of the Offered Securities, based on such Purchaser’s pro rata percentage holdings portion of the outstanding Common Stock at aggregate purchase price paid by the time Purchasers for all of the Offer Shares purchased hereunder (the “Basic Amount”), and (B) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within prior to the end of the ten (10) Trading Day(s) after receipt Day period of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the each Purchaser who has set forth an Undersubscription Undersubcription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board of Directors to the extent its deems reasonably necessary. (iii) The Company shall have sixty five (605) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii4.5(b)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only to the offerees described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii4.5(b)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii4.5(b)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser Purchasers pursuant to Section 4.4(a)(ii4.5(b)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser the Purchasers in accordance with Section 4.4(a)(i4.5(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv4.5(b)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons persons in accordance with Section 4.4(a)(iii4.5(b)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (bc) The restrictions contained in paragraph (a) of this Section 4.5 shall not apply to Excluded Stock.