Common use of Additional Financings Clause in Contracts

Additional Financings. The Company shall not, directly nor indirectly, --------------------- without the prior written consent of Holder, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock, or file any registration statement, including those on Form S-8 (except for the Company's equity incentive plans provided grantees agree to a lock-up period of ninety (90) days following effectiveness of any such registration statement), for any securities (a "SUBSEQUENT FINANCING"), in either case ending on the earlier to occur of (i) 360 (three hundred and sixty ) days after the effective date of the registration statement covering resale of the shares of Common Stock underlying the Debentures (the "Effective Date") and (ii) the date on which the full face amount and accrued interest on the Debentures have been paid ("Lock Up Period"). During the twelve (12) month period following Closing, or if there is any outstanding balance on the Debentures, the Holder shall retain a first right of refusal for any additional financings. The Company must submit to the Holder a duly authorized term sheet of the financing and the Holder may elect, in writing within five (5) days, to exercise its right to finance the Company upon the same terms and conditions. In the event the Holder does not elect to complete such financing within such period, the Company may proceed with the proposed third-party financing on the same terms and conditions as contained in the notice to Holder.

Additional Financings. The Company shall not, directly nor indirectly, --------------------- without the prior written consent of HolderHolder which shall not be unreasonably withheld, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock, or file any registration statement, including those on Form S-8 (for any securities, except for the Company's equity incentive plans provided grantees agree to a lock-up period of ninety (90) days following effectiveness of any such registration statement), for any securities bona fide employee benefit plan (a "SUBSEQUENT FINANCING"), in either case ending on the earlier to occur of (i) 360 (three hundred and sixty ) days after the effective date of the registration statement covering resale of the shares of Common Stock underlying the Debentures (the "Effective Date") and (ii) the date on which the full face amount and Face Amount, accrued interest and penalties, if any, on the Debentures have been paid ("Lock Up Period"). During the twelve (12) month period following Closing, or if there is any outstanding balance on the Debentures, the Holder shall retain a first right of refusal for any additional financings. The Company must submit to the Holder a duly authorized term sheet of the financing and the Holder may elect, in writing within five (5) days, to exercise its right to finance the Company upon the same terms and conditions. In the event the Holder does not elect to complete such financing within such period, the Company may proceed with the proposed third-party financing on the same terms and conditions as contained in the notice to Holder. The Holder shall also reserve the right to switch to the terms of the new financing ("Most Favored Nations").

Additional Financings. The Company shall not, directly nor indirectly, --------------------- without the prior written consent of HolderHolder which shall not be unreasonably withheld, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock, or file any registration statement, including those on Form S-8 (for any securities, except for the Company's equity incentive plans provided grantees agree to a lock-up period of ninety (90) days following effectiveness of any such registration statement), for any securities bona fide employee benefit plan (a "SUBSEQUENT FINANCING"), in either case ending on the earlier to occur of (i) 360 (three hundred and sixty ) days after the effective date of the registration statement covering resale of the shares of Common Stock underlying the Debentures (the "Effective Date") and or (ii) the date on which the full face amount and Face Amount, accrued interest and penalties, if any, on the Debentures have been paid ("Lock Up Period"). During the twelve (12) month period following Closing, or if there is any outstanding balance on the Debentures, the Holder shall retain a first right of refusal for any additional financings. The Company must submit to the Holder a duly authorized term sheet of the financing and the Holder may elect, in writing within five (5) days, to exercise its right to finance the Company upon the same terms and conditions, as set forth in the Debenture Agreement. In the event the Holder does not elect to complete such financing within such period, the Company may proceed with the proposed third-party financing on the same terms and conditions as contained in the notice to Holder.

Additional Financings. The Except for (i) shares issued pursuant to a registration statement on Form S-8 for the payment of legal services provided by the Company's SEC counsel; and (ii) shares issued pursuant to a registration statement on Form S-8 as a normal course of the Company's existing employee option program, provided the strike price of such option is at least $0.50, the Company shall not, directly nor indirectly, --------------------- without the prior written consent of Holder, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock, or file any registration statement, including those on Form S-8 (except for the Company's equity incentive plans provided grantees agree to a lock-up period of ninety (90) days following effectiveness of any such registration statement)S-8, for any securities (a "SUBSEQUENT FINANCING"), in either case ending on the earlier to occur ) for a period of (i) 360 (three hundred and sixty ) days after the effective date of the registration statement covering resale of the shares of Common Stock underlying the Debentures (the "Effective Date") and (ii) the date on which the full face amount and accrued interest on the Debentures have been paid . ("Lock Up Period"). ) During the twelve (12) month period following Closing, or if there is any outstanding balance on the Debentures, the Holder shall retain a first right of refusal for any additional financings. The Company must submit to the Holder a duly authorized term sheet of the financing and the Holder may elect, in writing within five (5) days, to exercise its right to finance the Company upon the same terms and conditions. In the event the Holder does chooses not elect to complete such financing within such periodfinancing, the Company may proceed with the proposed third-party financing on the same terms and conditions as contained in the notice to Holder. The Company will file within three (3) business days any necessary documentation required by the SEC to reflect the Holder's new position.