Common use of Financing Right of First Refusal Clause in Contracts

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "ADDITIONAL FINANCING PARTIES"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional FinancingADDITIONAL FINANCING"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term SheetPROPOSED TERM SHEET") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Term SheetLAURUS TERM SHEET") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior Prior to the incurrence of any additional indebtedness and/or or the sale or issuance of any additional equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), in each case, after the date hereof, the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing, together with the terms that such proposed Additional Financing will be subject to. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing agree to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain Subsidiary on terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each any such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet Purchaser's term sheet are at least as favorable to the Company and/or or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term SheetPurchaser's term sheet. Notwithstanding anything in the foregoing to the contrary, the term "Additional Financing" shall not include (x) trade accounts payable or (y) indebtedness incurred at the time of acquisition of equipment so long as the proceeds of such indebtedness are used to pay all or a portion of the purchase price of such equipment.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional convertible indebtedness and/or by the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The From and after the date hereof and prior to the full repayment or conversion of the Note (together with all accrued and unpaid interest and fees related thereto), the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereofhereof and prior to the full repayment or conversion of the Note (together with all accrued and unpaid interest and fees related thereto), prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Subsidiaries, other than a financing of the type referred to on Schedule 6.16(a) (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Subject to the terms and conditions of Schedule 6.16, and for a period beginning on the date hereof and not to exceed the date upon which Company’s obligations under the Note have been paid in full and the Note has been terminated , the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date Closing Date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in the Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten five business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (other than pursuant to employee benefit plans or the exercise or conversion of securities outstanding on the date hereof) (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Purchasers of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Purchasers setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Purchasers (or one or more thereof) shall have the right, but not the obligation, to deliver its their own proposed term sheet (the "Purchaser “Purchasers Term Sheet"”) setting forth the terms and conditions upon which Purchaser the Purchasers (or one or more thereof) would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Purchasers Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in the Proposed Term Sheet. The Purchaser Purchasers (or one or more thereof) shall deliver such Purchaser Purchasers Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Purchasers Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Purchasers Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser the Purchasers would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term SheetSheet as determined in the sole discretion of the Company and/or such Subsidiary. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Lenders a right of first refusal to provide arrange any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lenders shall have the right, but not the obligation, to deliver its to Company Agent their own proposed term sheet (the "Purchaser “Lender Term Sheet"”) setting forth the terms and conditions upon which Purchaser one or more of the Lenders would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lender Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser to Company Agent the Lender Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Lender Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Lender Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional convertible indebtedness and/or the sale or issuance of any equity interests interests, other than straight equity issuances, of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. For the avoidance of doubt, the defined term "Additional Financing" shall not include issuances of non-convertible debt or straight equity issuances. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The For a period of one hundred eighty (180) days following the Closing Date, Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (other than (i) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Laurus in writing; (ii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; or (iii) securities issued pursuant to acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (iii), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall either (a) enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term SheetSheet or (b) choose not to consummate such Additional Financing, in which case the Company shall be obligated to comply with the provisions of this Section 6.17 with respect to any future potential financing.

Financing Right of First Refusal. (ai) The Company hereby grants to Until all obligations under the Purchaser Notes have been paid in full, Laurus shall have a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries which has a convertibility feature (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The For a period of one hundred eighty (180) days following the Closing Date, the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (other than (i) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Purchaser in writing; (ii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; or (iii) securities issued pursuant to acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (iii), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) (each, an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall (a) either enter into and consummate the Additional Financing transaction outlined in the Purchaser Term SheetSheet or (b) choose not to consummate such Additional Financing, in which case the Company shall be obligated to comply with the provisions of this Section 6.17 with respect to any future potential financing.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness (other than trade payables and deferred officer compensation) and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the material terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the material terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall shall, within thirty (30) days after delivery of the Purchaser Term Sheet, enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet. In the event that Purchaser fails to deliver the Purchaser Term Sheet within ten (10) business days of Purchaser's receipt of the Proposed Term Sheet, or the terms of the Purchaser Term Sheet are not at least as favorable to the Company and/or its Subsidiary as the Proposed Term Sheet, then the Company and/or its Subsidiary may proceed with the Additional Financing pursuant to the terms of the Proposed Term Sheet with the prospective third party to such transaction.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale which is convertible in whole or issuance of in part into any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days (10) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company Until such time as all indebtedness and/or monetary obligations owing to the Purchaser in connection with the transactions contemplated by this Agreement or any Related Agreement have been indefeasibly paid in full, Garwood hereby grants to the Purchaser txx Xxxxhaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its SubsidiariesGarwood, subject to the following foxxxxxxx terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Garwood (an "Additional FinancingAdditioxxx Xxnancing"), the Company and/or any Subsidiary of the Company, as the case may be, Garwood shall notify the Purchaser Xxxxxxser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Garwood shall submit a fully executed fuxxx xxxcuted term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryGarwood. The Purchaser shall have shaxx xxxx the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such SubsidiaryGarwood. The Purchaser Term Sheet Texx Xxxxt shall contain terms no less favorable to the Company and/or such Subsidiary Garwood than those outlined in outlxxxx xn Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business calendar days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Garwood as the provisions of the xx xxx Proposed Term Sheet, the Company and/or such Subsidiary Garwood shall enter into and consummate axx xxxxummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Lenders a right of first refusal to provide arrange any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lenders shall have the right, but not the obligation, to deliver its to Company Agent their own proposed term sheet (the "Purchaser “Lender Term Sheet"”) setting forth the terms and conditions upon which Purchaser one or more of the Lenders would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lender Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser to Company Agent the Lender Term Sheet within ten business days (10) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Lender Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Lender Term Sheet. Notwithstanding the foregoing, to the extent the Lenders’ right of first refusal set forth herein conflicts with any Investor First Refusal Rights, the Lenders’ right of first refusal shall be subject to such Investor First Refusal Rights.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests Indebtedness of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable favorable, in the reasonable opinion of the Additional Financing Parties, to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company Parent hereby grants to the Purchaser Calliope a right of first refusal to provide any Additional Financing (as defined below) to be issued by Parent and/ (the Company and/or any of its Subsidiaries“Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Calliope of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Calliope setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Calliope shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Calliope Term Sheet"”) setting forth the terms and conditions upon which Purchaser Calliope would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Calliope Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Calliope shall deliver such Purchaser to Company Agent the Calliope Term Sheet within ten business days Business Days of Security Agreement receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Calliope Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Calliope Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. For purposes of the foregoing, “Additional Financing” excludes: (a) the sale or issuance of equity interests of the Company to officers, directors, employees and consultants pursuant to the Company’s stock option plans now in effect or adopted in the future; and (b) the receipt of proceeds from the exercise of options and warrants outstanding as of the date hereof (or to be issued, as permitted by the terms hereof and disclosed to Agent). In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser the Purchasers would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding anything to the contrary contained in this Section 12(v)(i), (x) the Company's and its Subsidiaries' obligations under this Section 12(v)(i) shall terminate on the one year anniversary of the Closing Date and (y) the Company and its Subsidiaries shall not have any obligation under this Section 12(v)(i) in respect of any Additional Financing the proceeds of which will be used to repay all outstanding Obligations in full.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional convertible indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional FinancingADDITIONAL FINANCING"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term SheetPROPOSED TERM SHEET") to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term SheetPURCHASER TERM SHEET") setting forth the terms and conditions upon which Purchaser the Purchasers would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The For a period of one hundred eighty (180) days following the Closing Date, each of the Company and Cancable Parent hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company Company, Cancable Parent and/or any of its their respective Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company Company, Cancable Parent or any of its their respective Subsidiaries (other than (i) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Purchaser in writing; (ii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; or (iii) securities issued pursuant to acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (iii), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) (each, an "“Additional Financing"”), the Company Company, Cancable Parent and/or any Subsidiary of the Companytheir respective Subsidiaries, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company Company, Cancable Parent and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company Company, Cancable Parent and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company Company, Cancable Parent and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Company, Cancable Parent and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company Company, Cancable Parent and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company Company, Cancable Parent and/or such Subsidiary shall (a) either enter into and consummate the Additional Financing transaction outlined in the Purchaser Term SheetSheet or (b) choose not to consummate such Additional Financing, in which case the Company shall be obligated to comply with the provisions of this Section 6.12 with respect to any future potential financing.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days five (5) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The With effect for eighteen (18 ) months from the date hereof (the “Period”), the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its the Subsidiaries, subject to the following terms and conditions. From and after During the date hereofPeriod, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests secured convertible debt securities of the Company or any of its the Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the CompanySubsidiary, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten five (5) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable substantially similar in net economic effect to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet. If the provisions of the Purchaser Term Sheet are not substantially similar in net economic effect to the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary may enter into and consummate the Additional Financing transaction outlined in the Proposed Term Sheet.

Financing Right of First Refusal. (a) The So long as the principal balance of any Note remains outstanding, each Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior Prior to the incurrence of any additional indebtedness and/or for any purpose, including, without limitation, for the sale financing of future acquisitions or issuance of any equity interests of the Company or any of its Subsidiaries inventory purchases (an "“Additional Financing"”), the any Company and/or any Subsidiary of the any Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. Additional Financing shall not include capital raised from registered offerings and equity private placements, including conventional private placements. In connection therewith, the any Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the any Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser Purchasers would be willing to provide such Additional Financing to the any Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the any Company and/or such Subsidiary than those outlined in the Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the any Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the any Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet. If Agent does not deliver a Purchaser Term Sheet in response to its receipt of a Proposed Term Sheet in accordance with this Section 8.28(a), then such Company and/or such Subsidiary, subject to compliance with the other provisions of this Agreement and the Related Agreements, may consummate the Additional Financing on the terms and conditions set forth in in such Proposed Term Sheet within 30 days of Agent’s receipt of such Proposed Term Sheet. Agent’s failure to deliver a Purchaser Term Sheet to any Company and/or Subsidiary for a particular Additional Financing does not waive Agent’s rights under this Section 8.28(a) with respect to any other Additional Financings, including an Additional Financing which is not closed within 30 days of Agent’s receipt of a Proposed Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal exerciseable until October 3, 2005, to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (except such equity issuances as expressly set forth in Sections 3.4C(ii), (iii) and (iv) of the Note) (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, within three (3) business days of receipt of the Proposed Term Sheet, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten three (3) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term SheetSheet (the "New Laurus Transaction"). Notwithstanding the immediately foregoing, if as a result of the New Laurus Transaction, the Company would be required to obtain shareholder approval of the New Laurus Transaction, Laurus shall not compel the Company to enter into the New Laurus Transaction.

Financing Right of First Refusal. (ai) The Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness for borrowed money and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (other than in connection with any employee benefit plan of Company or any of its Subsidiaries) (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser At any time after the date hereof, in the case of a debt financing, and for one year after the date hereof, in the case of an equity financing, Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet. Notwithstanding the foregoing, for the purpose of this 6.16(a) only, an "Additional Financing" shall not include up to $10,000,000 of equity financing arranged by Sands Brothers prior to December 31, 2004.

Financing Right of First Refusal. (a) The Each Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereofhereof until the earlier of (i) eighteen (18) months from the Initial Closing Date or (ii) the outstanding principal amount of the Notes is less than $1,500,000, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the any Company or any of its Subsidiaries in excess of $1,000,000, the proceeds of which are used for the purpose of bulk inventory purchases (an "“Additional Financing"”), the any Company and/or any Subsidiary of the any Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. Additional Financing shall not include capital raised from registered offerings and equity private placements, including conventional private placements. In connection therewith, the any Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the any Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser Purchasers would be willing to provide such Additional Financing to the any Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the any Company and/or such Subsidiary than those outlined in the Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the any Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the any Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Until such time as all Obligations (as defined in any Security Documents) shall have been indefeasibly paid in full, each Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as hereinafter defined belowin this clause (a)) to be issued by the such Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the any Company or any of its Subsidiaries other than any indebtedness incurred in connection with the transactions contemplated by that certain Purchase and Sale Agreement to be entered into on or about October 1, 2007 among Angel LLC, CN Energy LLC, Swason Energy Company, LLC, Fuel Exploration LLC, MHBR Energy, LLC, Rocky Mountain Rig LLC and TNEC (an "“Additional Financing"”), the applicable Company and/or any Subsidiary of the such Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the applicable Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the applicable Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser the Purchasers would be willing to provide such Additional Financing to the applicable Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the applicable Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the applicable Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the applicable Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal refusal, while the Note remains outstanding, to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereofhereof until the termination of the Note, prior to the incurrence of any additional indebtedness convertible indebtedness, i.e. convertible to equity and/or the sale or issuance of any convertible equity interests interests, i.e. convertible to debt, of the Company or any of its Subsidiaries Subsidiaries, understanding that any financing that involves pure equity or pure debt, no conversion feature, is not included in this definition of (an "“Additional Financing"”), the . The Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness for borrowed money and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (other than in connection with an "employee benefit plan) (an “Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The At any time after the date hereof, in the case of a debt financing, and for one year after the date hereof, in the case of an equity financing, the Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) Bridge Loan Indebtedness to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing")Bridge Loan Indebtedness, the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional FinancingBridge Loan Indebtedness. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing Bridge Loan Indebtedness (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing Bridge Loan Indebtedness to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten five business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing Bridge Loan Indebtedness transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Eligible Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence sale of any additional indebtedness and/or debt securities or convertible securities by the sale Company or issuance any Eligible Subsidiary in a capital-raising transaction in excess of any equity interests of the $50,000 by Company or any of its Eligible Subsidiaries (an "Additional Financing"), the Company and/or any Eligible Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Eligible Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Eligible Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Eligible Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Eligible Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days five Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Eligible Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Eligible Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding anything to the contrary contained above, Laurus shall not have a right of first refusal with respect to (i) any proposed Additional Financing the proceeds of which the Company proposes uses to pay off the Obligations or the refinance the indebtedness created hereunder or under the Ancillary Agreements or (ii) any renewals, extensions or amendments to or of any indebtedness existing on the date hereof.

Financing Right of First Refusal. (ai) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness convertible into Common Stock and/or the sale or issuance of any convertible equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries(the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable favourable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable favourable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company During the term of this Agreement, it hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Com pany Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. If Laurus does not deliver to Company Agent the Laurus Term Sheet within ten (10) Business Days, Laurus will be deemed to have waived the Financing Right of First Refusal provisions under this Paragraph 13(u).

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries for cash (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own written proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten five (5) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, as determined by each of the Purchaser and the Company in their reasonable discretion, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding the foregoing, for the purpose of this subsection (v)(i) only, an "Additional Financing" shall not include up to $10,000,000 of equity financing arranged by Sands Brothers prior to December 31, 2004.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Calliope a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Calliope of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Calliope setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Calliope shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Calliope Term Sheet"”) setting forth the terms and conditions upon which Purchaser Calliope would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Calliope Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Calliope shall deliver such Purchaser to Company Agent the Calliope Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Calliope Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Calliope Term Sheet. Notwithstanding the foregoing, to the extent Calliope’s right of first refusal set forth herein conflicts with any Investor First Refusal Rights, Calliope’s right of first refusal shall be subject to such Investor First Refusal Rights.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiariesthe Subsidiary, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Subsidiary (an "Additional Financing"), the Company and/or any Subsidiary of the Companysuch Subsidiary, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable such Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide one half of such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such the Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness convertible into Common Stock and/or the sale or issuance of any convertible equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Lenders a right of first refusal to provide arrange any Additional Financing (as defined below) to be issued by the Company and/or any of its SubsidiariesParent (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, during the Term, prior to the incurrence of any additional indebtedness, including, without limitation, any additional indebtedness and/or the sale or issuance of convertible into any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed proposed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lenders shall have the right, but not the obligation, to deliver its to Company Agent their own proposed term sheet (the "Purchaser “Lender Term Sheet"”) setting forth the terms and conditions upon which Purchaser one or more of the Lenders would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lender Term Sheet shall contain be on the same terms no less favorable to the Company and/or such Subsidiary than and conditions as those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser to Company Agent the Lender Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Lender Term Sheet are at least as favorable on the same terms and conditions to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Lender Term Sheet.

Financing Right of First Refusal. (a) The So long as any shares of Preferred Stock are outstanding, the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries other than to holders of the Preferred Stock upon conversion, dividends paid to holders of the Preferred Stock in shares of Common Stock, pursuant to options that may be issued under any employee incentive stock plan or any qualified stock plan (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The For so long as twenty-five (25%) percent of the aggregate principal amount of the Notes is outstanding, the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior Prior to the incurrence of any additional indebtedness and/or (other than trade indebtedness, purchase money indebtedness and capitalized lease obligations) or the sale or issuance of any additional equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), in each case, after the date hereof, the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing, together with the terms that such proposed Additional Financing will be subject to. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing agree to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain Subsidiary on terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each any such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet Purchaser's term sheet are at least as favorable to the Company and/or or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term SheetPurchaser's term sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed negotiated term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms (including the timing of the Additional Financing) no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days five (5) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding anything to the contrary contained herein, financing obtained by any of the Additional Financing Parties through the sale or issuance of equity interests and/or debt securities (excluding debt securities convertible into equity interests) of any of the Additional Financing Parties to any of the entities listed on Schedule 13(u)(i) attached hereto or any of their affiliates, shall be exempt from the definition of Additional Financing solely for the purpose of this Section 13(u)(i) and shall not be subject to the right of first refusal provisions contained herein.

Financing Right of First Refusal. (a) The Company It hereby grants to the Purchaser Laurus a right of first refusal for two years from the date of this Agreement to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed negotiated term sheet sheet, substantially in final form (a "Proposed Term Sheet") ), to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to the Company its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to the Company the Laurus Term Sheet within ten business days five (5) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding the foregoing, the Company shall not be obligated to enter into any Additional Financing with Laurus or any third party whether or not Laurus exercises the right of first refusal, but may instead elect not to consummate any such Additional Financing.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal for a period not to exceed three (3) years to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Subsidiaries, except for New Age Packaging, Inc. (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its SubsidiariesCompany, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, and/ shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryCompany. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryCompany. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such SubsidiaryCompany, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries(the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable favourable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.Proposed

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall Purchaser, in order to maintain its right stated herein, is required to deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.. NY483949.3 20389110047 06/07/2006 :lh 23

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after During the period commencing on the date hereofhereof and ending on the day all Obligations are indefeasibly paid in full, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser Purchasers a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Agent of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Agent setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Agent shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which Purchaser the Purchasers would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Agent shall deliver such Purchaser Term Sheet within ten (10) business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet. The Company will not, and will not permit its Subsidiaries to, agree, directly or indirectly, to any restriction with any person or entity which limits the ability of the Purchasers to consummate an Additional Financing with the Company or any of its Subsidiaries.

Financing Right of First Refusal. (ai) The So long as any Obligations remain outstanding, each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company During the term of this Agreement and so long as any of the Debt Obligations created by the Ancillary Agreements are in effect, it hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of . 07/08/2005 29 any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company Patients hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company Patients and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company Patients or any of its Subsidiaries (an "“Additional Financing"”), the Company Patients and/or any Subsidiary of the CompanyPatients, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company Patients and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company Patients and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company Patients and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company Patients and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company Patients and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company Patients and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The Company It hereby grants to the Purchaser Laurus a right of first refusal for two years from the date of this Agreement to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed negotiated term sheet sheet, substantially in final form (a "Proposed Term Sheet") ), to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to the Company its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to the Company the Laurus Term Sheet within ten business days three (3) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding the foregoing, the Company shall not be obligated to enter into any Additional Financing with Laurus or any third party whether or not Laurus exercises the right of first refusal, but may instead elect not to consummate any such Additional Financing.

Financing Right of First Refusal. (a) The Except for the contemplated private offering of up to the 1,200,000 shares at $0.80 per share to RTA agents of XxxxXxxxxxXxx.xxx, Inc. (the details of which are set forth on Schedule 6.16 hereto), the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any Additional Financing Parties convertible into the Common Stock of its Subsidiaries the Parent (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding anything to the contrary contained above, this clause (u)(i) shall only apply to the extent that the aggregate principal amount of all Additional Financings consummated in such fiscal year of the Parent (after giving effect to the proposed Additional Financing) exceed $100,000.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional convertible indebtedness and/or the sale other than in connection with a refinancing or issuance of any equity interests repayment in full of the Company or any of its Subsidiaries Subordinated Note (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet, as determined by the Board of Directors of the Company in its reasonable discretion. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional convertible indebtedness and/or the sale or issuance of any equity interests interests, other than straight equity issuances, of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. For the avoidance of doubt, the defined term “Additional Financing” shall not include issuances of non-convertible debt or straight equity issuances. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company Each Borrower hereby grants to the Purchaser Lender a right of first refusal to provide any Additional Financing (as defined below) to be issued during the Term by the Company any Borrower and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests Equity Interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”) in an aggregate amount of less than Five Million Dollars ($5,000,000), the Company and/or any Subsidiary of the CompanyHoldings, as agent for the case may beBorrowers, shall notify the Purchaser Lender of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Holdings shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Lender setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lender shall have the right, but not the obligation, to deliver to Holdings its own proposed term sheet (the "Purchaser “Lender Term Sheet"”) setting forth the terms and conditions upon which Purchaser the Lender would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Lender Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Lender shall deliver such Purchaser to Holdings the Lender Term Sheet within ten business days seven (7) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Lender Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Lender Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business calendar days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The For so long as the Obligations have not been indefeasibly repaid to Laurus in full, the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such and /or the Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (ai) The Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Eligible Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence sale of any additional indebtedness and/or debt securities or convertible securities by the sale Company or issuance any Eligible Subsidiary in a capital-raising transaction in excess of any equity interests of the $50,000 by Company or any of its Eligible Subsidiaries (an "“Additional Financing"”), the Company and/or any Eligible Subsidiary of the Company, as the case may be, shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Eligible Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Eligible Subsidiary. The Purchaser Laurus shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such Eligible Subsidiary. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Eligible Subsidiary than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser Laurus Term Sheet within ten business days five Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Eligible Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Eligible Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding anything to the contrary contained above, Laurus shall not have a right of first refusal with respect to (i) any proposed Additional Financing the proceeds of which the Company proposes uses to pay off the Obligations or the refinance the indebtedness created hereunder or under the Ancillary Agreements or (ii) any renewals, extensions or amendments to or of any indebtedness existing on the date hereof.

Financing Right of First Refusal. (a) The Until such time as all indebtedness and/or monetary obligations owing to the Purchaser in connection with the transactions contemplated by this Agreement or any Related Agreement have been indefeasibly paid in full, each Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the such Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the any Company or any of its Subsidiaries (an "Additional Financing"), the applicable Company and/or any Subsidiary of the such Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the applicable Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the applicable Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the applicable Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the applicable Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business calendar days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the applicable Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the applicable Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (a) The So long as the Company and/or any of its Subsidiaries has outstanding Obligations (as defined in the Master Security Agreement) to the Purchaser, the Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests (both convertible and non-convertible) not otherwise permitted herein of the Company or any of its Subsidiaries (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. For the avoidance of doubt, this right of first refusal does not include any right with respect to the New Market Transaction Documents. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

Financing Right of First Refusal. (ai) The Each Company hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser “Laurus Term Sheet"”) setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days five Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet.

Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries convertible into the Common Stock of the Company (an "“Additional Financing"”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "“Proposed Term Sheet"”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "“arm's ’s length" ” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "“Purchaser Term Sheet"”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet. Notwithstanding anything to the contrary contained above, this Section 6.16(a) shall only apply to the extent that the aggregate principal amount of all Additional Financings consummated in such fiscal year of the Parent (after giving effect to the proposed Additional Financing) exceed $100,000.

Financing Right of First Refusal. (ai) The Company It hereby grants to the Purchaser Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by the any Company and/or any of its SubsidiariesSubsidiaries (the "Additional Financing Parties"), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries Additional Financing Parties (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, Agent shall notify the Purchaser Laurus of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof Agent shall submit a fully executed negotiated term sheet (a "Proposed Term Sheet") to the Purchaser Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the "Purchaser Laurus Term Sheet") setting forth the terms and conditions upon which Purchaser Laurus would be willing to provide such Additional Financing to the Company and/or such SubsidiaryAdditional Financing Parties. The Purchaser Laurus Term Sheet shall contain terms (including the timing of the Additional Financing) no less favorable to the Company and/or such Subsidiary Additional Financing Parties than those outlined in Proposed Term Sheet. The Purchaser Laurus shall deliver such Purchaser to Company Agent the Laurus Term Sheet within ten business days five (5) Business Days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Laurus Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, Additional Financing Parties as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary Additional Financing Parties shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Laurus Term Sheet. Notwithstanding anything to the contrary contained herein, financing obtained by any of the Additional Financing Parties through the sale or issuance of equity interests and/or debt securities (excluding debt securities convertible into equity interests) of any of the Additional Financing Parties to (A) Laidlaw & Co (UK) Ltd.; (B) Roxx Xxxxtal Partners, LLC; (C) Xxxim Group, LLC, and (D) Friedman Billings Ramsey, alonx xxxx xnx xxxxxxxxxx xx the foregoing, shall be exempt from the definition of Additional Financing solely for the purpose of this Section 13(u)(i) and shall not be subject to the right of first refusal provisions contained herein.