Common use of Subsequent Placements Clause in Contracts

Subsequent Placements. (1) From the date hereof until the Registration Statement (as defined in the Registration Rights Agreements) is declared effective by the SEC (the "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"). The restrictions contained in this Section 5(l) shall not apply to Excluded Securities (as defined below). (2) The restrictions contained in paragraph 5(l)(1) of this Section shall not apply to any of the following "EXCLUDED SECURITIES:" (A) the Debentures, (B) the Conversion Shares, (C) the Warrants, (D) any warrants issued to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (E) any shares of Common Stock issued upon exercise of the Warrants or any warrants issued to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (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), (2) in connection with any grant of options, warrants or the issuance of additional securities to employees, officers, directors or consultants of the Company pursuant to a stock option plan or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000, or (4) in connection with a bona fide joint venture or development agreement or strategic partnership or to an independent Person, the primary purpose of which is not to raise equity capital.

Subsequent Placements. So long as the Shares are outstanding, the Company shall, without the prior written consent (1the “Required Buyers Consent”) From of the date hereof until Required Buyers (as defined below), be prohibited from effecting or entering into an agreement to effect any offering or placement of equity or equity linked securities of the Registration Statement Company, including without limitation any shares of Series A Preferred Stock that remain authorized and unissued following the termination of the offering pursuant to this Agreement (“Subsequent Placement”). The Required Buyers Consent may include the Required Buyers requiring the Company to provide additional rights to the Holders in connection with any Subsequent Placement including, without limitation, right of participation, increase in the amount of the Stated Value (as defined in the Registration Rights AgreementsCertificate) is declared effective by and additional redemption rights. Notwithstanding anything to the SEC contrary herein, the term “Subsequent Placement” shall not include (the "BLOCKOUT PERIOD"i) a firm commitment underwritten initial public offering through a registered broker-dealer (an “IPO”), (ii) with the prior written consent of Liquid Venture Partners, LLC, an affiliate of the Placement Agent (“LVP”), a placement (or series of placements), based on a pre-issuance valuation of the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of at least the product of: (or announce any offer, sale, grant or any option to purchase or other disposition ofA) any the total number 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 issued and under any circumstances, convertible into or exchangeable or exercisable for outstanding Common Stock or and Common Stock Equivalents (any such offeron a converted basis) immediately prior to the Subsequent Placement issuance, salemultiplied by (B) the product of: (x) the Per Share Purchase Price, grantmultiplied by (y) two, disposition and in which in the aggregate gross proceeds to the Company do not exceed $2 million, or announcement being referred to as (iii) the issuance of equity or equity linked securities, other than Series A Preferred Stock, based on a "SUBSEQUENT PLACEMENT"). The restrictions contained in this Section 5(l) shall not apply to Excluded Securities (as defined below). (2) The restrictions contained in paragraph 5(l)(1) of this Section shall not apply to any pre-issuance valuation of the following "EXCLUDED SECURITIES:" Company of at least the product of: (A) the Debenturestotal number of issued and outstanding Common Stock and Common Stock Equivalents (on a converted basis) immediately prior to the Subsequent Placement issuance, multiplied by (B) the Conversion Shares, product of: (Cx) the WarrantsPer Share Purchase Price, multiplied by (Dy) any warrants issued two, to any one or more of the Placement Agents provided Company’s strategic partners and/or licensors in consideration of non-cash assets or license rights from the strategic partner or licensor, which issuances in the sale of the Debentures or the Preferred Stock, (E) any aggregate shall not exceed securities worth $5 million. All shares of Common Stock issued upon exercise or issuable pursuant to the securities of the Warrants or Company issued under this Section 4(j) shall be subject to the 12 month lock-up set forth in Section 4(t). "Common Stock Equivalents" means any warrants issued to any securities of the Placement Agents provided in Company which would entitle the sale of the Debentures or the Preferred holder thereof to acquire at any time Common Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (provided that such exercise or conversion occurs in accordance with the terms thereofincluding, without amendment or modificationlimitation, and that the applicable exercise or conversion price or ratio is described in such schedule)any debt, (2) in connection with any grant of preferred stock, rights, options, warrants or the issuance of additional securities to employees, officers, directors other instrument that is at any time convertible into or consultants of the Company pursuant to a stock option plan exercisable or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000exchangeable for, or (4) in connection with a bona fide joint venture or development agreement or strategic partnership or otherwise entitles the holder thereof to an independent Personreceive, the primary purpose of which is not to raise equity capitalCommon Stock.

Subsequent Placements. (1a) From Without limiting any other rights of Xxxx Capital under the Transaction Documents, from the date hereof until the Registration Statement (as defined in the Registration Rights Agreements) is declared effective by the SEC (the "BLOCKOUT PERIOD")Effective Date, the Company will not, directly or indirectly, offereffect any Subsequent Placement without the prior written consent of Xxxx Capital. (b) For so long as an aggregate of not less than fifteen percent (15%) of the Preferred Shares purchased on the Closing Date remains outstanding, sellthe Company will not, grant directly or indirectly, effect any option Subsequent Placement during the one year period immediately following the Closing Date without having first complied with this Section 4.6. (i) The Company shall deliver to the Purchaser (or, if there has been a partial assignment of the Preferred Shares by the Purchaser in accordance with this Agreement, 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 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 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 the Purchaser (or, if there has been a partial assignment of the Preferred Shares by the Purchaser in accordance with this Agreement, each Purchaser) (A) the Purchaser’s Participation Percentage of the Offered Securities (the “Basic Amount”), and (B) to the extent there has been a partial assignment of the Preferred Shares by the Purchaser in accordance with this Agreement, 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 (which shall include any transferee of the Preferred Shares in accordance with this Agreement) must deliver a written notice to the Company prior to the end of the ten (10) Trading Day period after 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 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 (but in no event shall all such Undersubscription Amounts exceeds the total Basic Amounts of the Purchasers); 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”), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase 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 Company’s Board of Directors to the extent it deems reasonably necessary. (iii) The Company shall have thirty five (35) Trading Days from the expiration of the period set forth in Section 4.6(b)(ii) above to issue, sell or otherwise dispose of (or announce any offer, sale, grant exchange all or any part of such Offered Securities as to (y) which a Notice of Acceptance has not been given by the Purchaser(s) and (z) the portion of the Offered Securities that exceed the Basic Amounts of the Purchaser(s) (clauses (y) and (z) are collectively referred to as, the “Third Party Offered 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 more favorable to the acquiring Person or Persons or 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 Third Party Offered Securities (any such sale to be in the manner and on the terms specified in Section 4.6(b)(iii) above), then the Purchaser (or, if there has been a partial assignment of the Preferred Shares by the Purchaser in accordance with this Agreement, 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 4.6(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 the Purchaser(s) pursuant to Section 4.6(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 the 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 the Purchaser(s) in accordance with Section 4.6(b)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Third Party Offered Securities, the Purchaser shall acquire from the Company, and the Company shall issue to the Purchaser, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 4.6(b)(iv) above if the Purchaser has so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Company, the Purchaser and their respective counsel. (vi) Any Offered Securities not acquired by the Purchaser or other disposition ofPersons in accordance with Section 4.6(b)(iii) any of its above may not be issued, sold or exchanged until they are again offered to the Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, Purchaser under the procedures specified in this Agreement. (c) If at any time during while any of the Preferred Stock is outstanding, the Company proposes to directly or indirectly effect a Subsequent Placement, to the extent permitted by, and in accordance with, the Transaction Documents, that will yield net proceeds to the Company and/or its life Subsidiaries in excess of Five Million Dollars ($5,000,000) (the amount of such net proceeds in excess of Five Million Dollars ($5,000,000), the “Excess Subsequent Placement Proceeds”), then the Company shall offer to, upon the consummation of such Subsequent Placement, repurchase an amount of the Preferred Stock held by the Purchaser, and the Purchaser shall have the right, but not the obligation, to elect to have its Preferred Stock repurchased, in such maximum amounts with respect to the Purchaser as elected by the Purchaser, in its sole discretion, for an aggregate price (as determined below) equal to the lesser of (i) the aggregate amount of the Excess Subsequent Placement Proceeds, and (ii) the aggregate amount required to repurchase all of the Preferred Stock elected to be repurchased by the Purchaser pursuant to this Section 4.6(c). All Preferred Stock elected to be repurchased under this Section 4.6(c) by the Purchaser shall be repurchased at a per share price equal to the greater of (A) one hundred percent (100%) of the then current Stated Value (as defined in the Certificate of Designations) of such share of Preferred Stock purchased plus one hundred percent (100%) of all accrued but unpaid cash dividends on such share of Preferred Stock (including any circumstances, convertible into or exchangeable or exercisable for dividends that the Company has elected to accrue in accordance with the Certificate of Designations and any dividends accrued thereon) and (B) the product of (1) that number of shares of Common Stock or Common into which such share of Series A Preferred Stock Equivalents is then convertible, multiplied by (2) the greater of (I) the Closing Bid Price on the date of consummation of such Subsequent Placement and (II) the Closing Bid price on the date of public announcement of such Subsequent Placement. To the extent the Excess Subsequent Placement Proceeds are not sufficient to repurchase all of the Preferred Stock elected to be repurchased by the Purchaser and any Person that hereafter becomes a Purchaser as a result of an assignment of any of the Preferred Shares by Xxxx Capital in accordance with the terms of this Agreement, then any such offer, sale, grant, disposition or announcement being referred repurchase shall be done on a pro rata basis based on each Purchaser’s pro rata portion of the Preferred Stock elected to as a "SUBSEQUENT PLACEMENT"). be repurchased by the Purchasers. (d) The restrictions contained in this Section 5(l) 4.6 shall not apply to issuances of Excluded Securities (as defined below)Stock. (2e) The restrictions contained in paragraph 5(l)(1) For the avoidance of doubt, this Section shall 4.6 does not apply to any eliminate, alleviate, modify or negate the requirement in Section 4.10(b)(iv)(A) that the Company obtain the prior written consent of the following "EXCLUDED SECURITIES:" (A) the Debentures, (B) the Conversion Shares, (C) the Warrants, (D) any warrants issued to any holders of a majority of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (E) any shares of Common Stock issued upon exercise of the Warrants or any warrants issued to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (F) shares of outstanding Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) for any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (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), (2) in connection with any grant of options, warrants or the issuance of additional securities to employees, officers, directors or consultants of the Company pursuant to a stock option plan or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000, or (4) in connection with a bona fide joint venture or development agreement or strategic partnership or to an independent Person, the primary purpose of which is not to raise equity capitalProhibited Issuance.

Subsequent Placements. (1a) From the date hereof until the Registration Statement (as defined in the Registration Rights Agreements) is declared effective by the SEC (the "BLOCKOUT 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 PLACEMENTSubsequent Placement"). The restrictions contained in Notwithstanding the foregoing, this Section 5(l4.6(a) shall not apply to (i) a Subsequent Placement pursuant to this Agreement, including, without limitation, pursuant to a Supplemental Purchase Agreement in accordance with the terms of this Agreement; (ii) the issuance of Excluded Securities Stock; (iii) a Subsequent Placement in an amount not to exceed $750,000 for the purpose of funding the working capital needs of the Company, provided, (A) the Effective Price (as defined belowin the Certificate of Designations) of any such Subsequent Placement is not less than $0.25, (B) the terms are in substantially the same form as the convertible notes of the Company which are outstanding as of the date of this Agreement, (C) such Subsequent Placement is consummated within the later of 15 days from the date of this Agreement or the Aisling Closing, and (D) at least 50% of such Subsequent Placement is converted into the Units in accordance with Section 4.18 (it being understood by the parties that the remaining balance of such Subsequent Placement is to be satisfied from the proceeds of the Closing); (iv) Subsequent Placements as set forth in Schedule 3.1(l); (v) Subsequent Placements set forth in Schedule 3.1(f); and (vi) a Subsequent Placement consented to by the Lead Investor. (b) From the Effective Date until the later of (1) the date on which no Series E Senior Preferred Stock or Additional Share remains outstanding and (2) the two year anniversary of the Effective Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.6(b). (2i) The Company shall deliver to each Purchaser an irrevocable 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, 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 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 (A) a pro rata portion of the Offered Securities based on such Purchaser's pro rata portion of the aggregate amount of the Series E Senior Preferred Stock 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 prior to the end of the 5 Trading 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 each Purchaser who has set forth an 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"), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase 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 5 Trading Days from the expiration of the period set forth in Section 4.6(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 more favorable to the acquiring Person or Persons or 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 4.6(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 4.6(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 Purchasers pursuant to Section 4.6(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 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 the Purchasers in accordance with Section 4.6(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 4.6(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 4.6(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 Purchasers and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other persons in accordance with Sections 4.6(b)(iii) or 4.6(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. (c) The restrictions contained in paragraph 5(l)(1Section 4.6(b) of this Section shall not apply to any of the following "EXCLUDED SECURITIES:" (A) the Debentures, (B) the Conversion Shares, (C) the Warrants, (D) any warrants issued to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (E) any shares of Common Stock issued upon exercise of the Warrants or any warrants issued to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (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), (2) in connection with any grant of options, warrants or the issuance of additional securities to employeesExcluded Stock, officers, directors the Additional Shares or consultants of the Company pursuant to Additional Investment Right Warrants or a stock option plan or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000, or (4) Subsequent Placement in connection with a bona fide joint venture acquisition of substantially all of the assets or development agreement equity interest of another Person, by way of merger, consolidation, recapitalization, reorganization or strategic partnership or to an independent Personotherwise, the primary purpose of which is not to raise equity capital.

Subsequent Placements. So long as the Shares are outstanding, the Company shall, without the prior written consent (1the “Required Buyers Consent”) From of the date hereof until Required Buyers (as defined below), be prohibited from effecting or entering into an agreement to effect any offering or placement of equity or equity linked securities of the Registration Statement Company, including without limitation any shares of Series A Preferred Stock that remain authorized and unissued following the termination of the offering pursuant to this Agreement (“Subsequent Placement”). The Required Buyers Consent may include the Required Buyers requiring the Company to provide additional rights to the Holders in connection with any Subsequent Placement including, without limitation, right of participation, increase in the amount of the Stated Value (as defined in the Registration Rights AgreementsCertificate) is declared effective by and additional redemption rights. Notwithstanding anything to the SEC contrary herein, the term “Subsequent Placement” shall not include (the "BLOCKOUT PERIOD"i) a firm commitment underwritten initial public offering through a registered broker-dealer (an “IPO”), (ii) with the prior written consent of Liquid Venture Partners, LLC, an affiliate of the Placement Agent (“LVP”), a placement (or series of placements), based on a pre-issuance valuation of the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of at least the product of: (or announce any offer, sale, grant or any option to purchase or other disposition ofA) any the total number 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 issued and under any circumstances, convertible into or exchangeable or exercisable for outstanding Common Stock or and Common Stock Equivalents (any such offeron a converted basis) immediately prior to the Subsequent Placement issuance, salemultiplied by (B) the product of: (x) the Per Share Purchase Price, grantmultiplied by (y) two, disposition and in which in the aggregate gross proceeds to the Company do not exceed $2 million, or announcement being referred to as (iii) the issuance of equity or equity linked securities, other than Series A Preferred Stock, based on a "SUBSEQUENT PLACEMENT"). The restrictions contained in this Section 5(l) shall not apply to Excluded Securities (as defined below). (2) The restrictions contained in paragraph 5(l)(1) of this Section shall not apply to any pre-issuance valuation of the following "EXCLUDED SECURITIES:" Company of at least the product of: (A) the Debenturestotal number of issued and outstanding Common Stock and Common Stock Equivalents (on a converted basis) immediately prior to the Subsequent Placement issuance, multiplied by (B) the Conversion Shares, product of: (Cx) the WarrantsPer Share Purchase Price, multiplied by (Dy) any warrants issued two, to any one or more of the Placement Agents provided Company’s strategic partners and/or licensors in consideration of non-cash assets or license rights from the strategic partner or licensor, which issuances in the sale of the Debentures or the Preferred Stock, (E) any aggregate shall not exceed securities worth $5 million. All shares of Common Stock issued upon exercise or issuable pursuant to the securities of the Warrants or Company issued under this Section 4(j) shall be subject to the 12 month lock-up set forth in Section 4(t). “Common Stock Equivalents” means any warrants issued to any securities of the Placement Agents provided in Company which would entitle the sale of the Debentures or the Preferred holder thereof to acquire at any time Common Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (provided that such exercise or conversion occurs in accordance with the terms thereofincluding, without amendment or modificationlimitation, and that the applicable exercise or conversion price or ratio is described in such schedule)any debt, (2) in connection with any grant of preferred stock, rights, options, warrants or the issuance of additional securities to employees, officers, directors other instrument that is at any time convertible into or consultants of the Company pursuant to a stock option plan exercisable or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000exchangeable for, or (4) in connection with a bona fide joint venture or development agreement or strategic partnership or otherwise entitles the holder thereof to an independent Personreceive, the primary purpose of which is not to raise equity capitalCommon Stock.

Subsequent Placements. So long as the Shares are outstanding, the Company shall, without the prior written consent (1the “Required Buyers Consent”) From of the date hereof until Required Buyers (as defined below), be prohibited from effecting, other than at a Closing, or entering into an agreement other than this Agreement to effect any offering or placement of equity or equity linked securities of the Registration Statement Company, including without limitation any shares of Series B Preferred Stock that remain authorized and unissued following the termination of the offering pursuant to this Agreement (“Subsequent Placement”). The Required Buyers Consent may be conditioned upon the Company providing additional rights to the Holders in connection with any Subsequent Placement including, without limitation, right of participation, increase in the amount of the Stated Value (as defined in the Registration Rights AgreementsCertificate) is declared effective by and additional redemption rights. Notwithstanding anything to the SEC contrary herein, the term “Subsequent Placement” shall not include (the "BLOCKOUT PERIOD"i) a firm commitment underwritten initial public offering through a registered broker-dealer (an “IPO”), (ii) with the prior written consent of Liquid Venture Partners, LLC, an affiliate of the Placement Agent (“LVP”), a placement (or series of placements), based on a pre-issuance valuation of the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of at least the product of: (or announce any offer, sale, grant or any option to purchase or other disposition ofA) any the total number 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 issued and under any circumstances, convertible into or exchangeable or exercisable for outstanding Common Stock or and Common Stock Equivalents (any such offeron a converted basis) immediately prior to the Subsequent Placement issuance, salemultiplied by (B) the product of: (x) the Per Share Purchase Price, grantmultiplied by (y) two, disposition and in which in the aggregate gross proceeds to the Company do not exceed $2 million, or announcement being referred to as (iii) the issuance of equity or equity linked securities, other than Series B Preferred Stock, based on a "SUBSEQUENT PLACEMENT"). The restrictions contained in this Section 5(l) shall not apply to Excluded Securities (as defined below). (2) The restrictions contained in paragraph 5(l)(1) of this Section shall not apply to any pre-issuance valuation of the following "EXCLUDED SECURITIES:" Company of at least the product of: (A) the Debenturestotal number of issued and outstanding Common Stock and Common Stock Equivalents (on a converted basis) immediately prior to the Subsequent Placement issuance, multiplied by (B) the Conversion Shares, product of: (Cx) the WarrantsPer Share Purchase Price, multiplied by (Dy) any warrants issued two, to any one or more of the Placement Agents provided Company’s strategic partners and/or licensors in consideration of non-cash assets or license rights from the strategic partner or licensor, which issuances in the sale of the Debentures or the Preferred Stock, (E) any aggregate shall not exceed securities worth $5 million. All shares of Common Stock issued upon exercise or issuable pursuant to the securities of the Warrants or Company issued under this Section 4(j) shall be subject to the 12 month lock-up set forth in Section 4(t). “Common Stock Equivalents” means any warrants issued to any securities of the Placement Agents provided in Company that would entitle the sale of the Debentures or the Preferred holder thereof to acquire at any time Common Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (provided that such exercise or conversion occurs in accordance with the terms thereofincluding, without amendment or modificationlimitation, and that the applicable exercise or conversion price or ratio is described in such schedule)any debt, (2) in connection with any grant of preferred stock, rights, options, warrants or the issuance of additional securities to employeesother instrument that is at any time, officersby its terms, directors convertible into or consultants of the Company pursuant to a stock option plan exercisable or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000exchangeable for, or (4) in connection with a bona fide joint venture or development agreement or strategic partnership or otherwise entitles the holder thereof to an independent Personreceive, the primary purpose of which is not to raise equity capitalCommon Stock.

Subsequent Placements. The Company agrees that (1i) From for the period commencing on the date hereof until and ending on the Registration Statement (as defined in sixtieth calendar day after the Registration Rights Agreements) is declared effective by the SEC Closing Date (the "BLOCKOUT PERIOD"“Restricted Period”), neither the Company will not, nor any of its Subsidiaries shall directly or indirectlyindirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or of any option or right to purchase or other disposition of) any of its equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Subsidiaries' equity 1933 Act), any Convertible Securities or equity equivalent securitiesOptions, including without limitation any convertible debt, any 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 purchase rights) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a "SUBSEQUENT PLACEMENT"). The restrictions contained in this Section 5(l(whether occurring during the Restricted Period or at any time thereafter) shall not apply to other than Excluded Securities (as defined below). , (2ii) The restrictions contained in paragraph 5(l)(1) of this Section shall not apply to for the period commencing on the date hereof and ending on the forty-fifth calendar day after the Closing Date, neither the Company nor any of the following "EXCLUDED SECURITIES:" (A) the Debenturesits Subsidiaries shall directly or indirectly issue, (B) the Conversion Sharesoffer, (C) the Warrantssell, (D) grant any warrants issued option or right to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (E) any shares of Common Stock issued upon exercise of the Warrants or any warrants issued to any of the Placement Agents provided in the sale of the Debentures or the Preferred Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notespurchase, or otherwise dispose of (Jor announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any Common Stock Shares, Convertible Securities or Options issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (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), (2) in connection with any grant of options, warrants or the issuance of additional securities to employees, officers, directors or consultants of the Company pursuant to a stock option plan or stock purchase 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 or warrants, (3) issuable pursuant to a bona fide firm commitment underwritten public offering through with a nationally recognized underwriter and (iii) for the period commencing on the forty-fifth calendar day and ending on the sixtieth calendar day after the Closing Date, neither the Company nor any investment banker (excluding of its Subsidiaries shall, directly or indirectly, issue, sell, grant any equity line) in an aggregate offering amount greater than $5,000,000option or right to purchase during the Restricted Period, or (4) in connection with otherwise dispose of during the Restricted Period any Common Shares, Convertible Securities or Options issued or issuable pursuant to a bona fide joint venture or development agreement or strategic partnership or to an independent Person, the primary purpose of which is not to raise equity capitalfirm commitment underwritten public offering with a nationally recognized underwriter .

Subsequent Placements. So long as the Shares are outstanding, the Company shall, without the prior written consent (1the “Required Buyers Consent”) From of the date hereof until Required Buyers (as defined below), be prohibited from effecting or entering into an agreement to effect any offering or placement of equity or equity linked securities of the Registration Statement Company, including without limitation any shares of Series A Preferred Stock that remain authorized and unissued following the termination of the offering pursuant to this Agreement (“Subsequent Placement”). The Required Buyers Consent may be conditioned upon the Company providing additional rights to the Holders in connection with any Subsequent Placement including, without limitation, right of participation, increase in the amount of the Stated Value (as defined in the Registration Rights AgreementsCertificate) is declared effective by and additional redemption rights. Notwithstanding anything to the SEC contrary herein, the term “Subsequent Placement” shall not include (the "BLOCKOUT PERIOD"i) a firm commitment underwritten initial public offering through a registered broker-dealer (an “IPO”), (ii) with the prior written consent of Liquid Venture Partners, LLC, an affiliate of the Placement Agent (“LVP”), a placement (or series of placements), based on a pre-issuance valuation of the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of at least the product of: (or announce any offer, sale, grant or any option to purchase or other disposition ofA) any the total number 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 issued and under any circumstances, convertible into or exchangeable or exercisable for outstanding Common Stock or and Common Stock Equivalents (any such offeron a converted basis) immediately prior to the Subsequent Placement issuance, salemultiplied by (B) the product of: (x) the Per Share Purchase Price, grantmultiplied by (y) two, disposition and in which in the aggregate gross proceeds to the Company do not exceed $2 million, or announcement being referred to as (iii) the issuance of equity or equity linked securities, other than Series A Preferred Stock, based on a "SUBSEQUENT PLACEMENT"). The restrictions contained in this Section 5(l) shall not apply to Excluded Securities (as defined below). (2) The restrictions contained in paragraph 5(l)(1) of this Section shall not apply to any pre-issuance valuation of the following "EXCLUDED SECURITIES:" Company of at least the product of: (A) the Debenturestotal number of issued and outstanding Common Stock and Common Stock Equivalents (on a converted basis) immediately prior to the Subsequent Placement issuance, multiplied by (B) the Conversion Shares, product of: (Cx) the WarrantsPer Share Purchase Price, multiplied by (Dy) any warrants issued two, to any one or more of the Placement Agents provided Company’s strategic partners and/or licensors in consideration of non-cash assets or license rights from the strategic partner or licensor, which issuances in the sale of the Debentures or the Preferred Stock, (E) any aggregate shall not exceed securities worth $5 million. All shares of Common Stock issued upon exercise or issuable pursuant to the securities of the Warrants or Company issued under this Section 4(j) shall be subject to the 12 month lock-up set forth in Section 4(t). “Common Stock Equivalents” means any warrants issued to any securities of the Placement Agents provided in Company that would entitle the sale of the Debentures or the Preferred holder thereof to acquire at any time Common Stock, (F) shares of Preferred Stock or Common Stock issued in connection with or upon conversion of securities issued further to the Additional Financings (including the Preferred Stock), (G) warrants issued in connection with the Additional Financings, (H) shares of Common Stock issued upon exercise of warrants issued in connection with the Additional Financings, (I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any Common Stock issued (1) upon exercise or conversion of any options or other securities described in Schedule 4(c) (provided that such exercise or conversion occurs in accordance with the terms thereofincluding, without amendment or modificationlimitation, and that the applicable exercise or conversion price or ratio is described in such schedule)any debt, (2) in connection with any grant of preferred stock, rights, options, warrants or the issuance of additional securities to employeesother instrument that is at any time, officersby its terms, directors convertible into or consultants of the Company pursuant to a stock option plan exercisable or stock purchase 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 or warrants, (3) pursuant to a bona fide firm commitment underwritten public offering through any investment banker (excluding any equity line) in an aggregate offering amount greater than $5,000,000exchangeable for, or (4) in connection with a bona fide joint venture or development agreement or strategic partnership or otherwise entitles the holder thereof to an independent Personreceive, the primary purpose of which is not to raise equity capitalCommon Stock.