Common use of First Right Clause in Contracts

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable Securities, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) Business Day after their receipt of the Subsequent Financing Notice of their willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers shall fail to notify the Company of their intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that the Company shall provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers shall again have the right of first refusal set forth above in this Section 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers in this Section 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the 90% of the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent FinancingSUBSEQUENT FINANCING") for a period of three hundred sixty (360a) days six (6) months after the Effective Date, or (b) the redemption of date all of the Shares redeemable hereundershall have been sold, or (c) such date as the Purchaser shall have sold not less than 80% of the Shares purchased by the Purchaser, except (i) the granting of options or warrants to employees, officers, directors and consultants, and (ii) the issuance of shares upon exercise of options granted, granted under any stock option plan heretofore or hereinafter duly adopted by the Company, (iiiii) the issuance of any shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, securities to the extent described in each case disclosed in Section 4.4 or Schedule SECTION 4.4, (iiiiv) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (ivv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (ivv), shall not include an individual or group of individuals), and (vvi) shares issued, other than for cash, in connection with a merger, consolidation or acquisition of assets, (vii) shares issued in a bona fide public offering by the Company of its securitiessecurities which is registered with the Securities and Exchange Commission pursuant to the Securities Act, or (viii) shares issued to a qualified institutional buyer, as defined in Rule 144A(a), or (ix) shares issued in a private placement if the placement agent is acceptable to the Purchaser, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth tenth (5th10th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time periodperiod (the "Purchaser Evaluation Period"), then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that PROVIDED THAT the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section SECTION 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty forty (3040) Business Days after the date expiration of the initial Subsequent Financing Notice Purchaser Evaluation Period with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section SECTION 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule SCHEDULE 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred and sixty (360) days after the Effective 3 Date, or the redemption of all of the Shares redeemable hereunderShares, whichever first occurs, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), (v) the offering of shares of Common Stock at a price equal to the then-prevailing market, not exceeding 10% of the prior week's trading volume; and (vvi) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth tenth (5th10th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty sixty (3060) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred and sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunderShares, whichever first occurs, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth tenth (5th10th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty sixty (3060) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5thfifteenth fifth(5th15th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debentureDebenture, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person Person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), ) and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person Person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth tenth (5th10th) Business Day trading day after their its receipt of the Subsequent Financing Notice of their its willingness to cause all or any of the Purchaser to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons Persons (or affiliates Affiliates of such personsPersons) set forth in the Subsequent Financing Notice; provided provided, that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section subsection 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days trading days after the date of the initial Subsequent Financing Notice with the person Person (or an affiliate Affiliate of such personPerson) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section 8.3 subsection 8.4 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4person.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than eighty percent (80%) of the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred sixty ninety (36090) days after the Effective Second Closing Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenturepreferred stock or payment of dividends thereon, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person Person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), ) and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person Person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York Salt Lake City time) on the fifth tenth (5th10th) Business Day trading day after their its receipt of the Subsequent Financing Notice of their its willingness to cause all or any of the Purchaser to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons Persons (or affiliates Affiliates of such personsPersons) set forth in the Subsequent Financing Notice; provided provided, that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section 8.3subsection 8.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days trading days after the date of the initial Subsequent Financing Notice with the person Person (or an affiliate Affiliate of such personPerson) identified in the Subsequent Financing Notice. The rights granted to the Purchasers in this Section 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent FinancingSUBSEQUENT FINANCING") for a period of three hundred sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule pursuant to SECTION 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth fifthtenth (5th5th10th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that PROVIDED THAT the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section SECTION 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section SECTION 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule SCHEDULE 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent FinancingSUBSEQUENT FINANCING") for a period of three hundred sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule Pursuant to SECTION 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth fifthtenth (5th5th10th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that PROVIDED THAT the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section SECTION 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section SECTION 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule SCHEDULE 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred sixty (360) days after the Effective Date, or the redemption of all of the Shares redeemable hereunderShares, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth tenth (5th10th) Business Day after their its receipt of the Subsequent Financing Notice of their its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; provided that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section 8.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to the Purchasers Purchaser in this Section 8.3 are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4.4.

First Right. The Company shall not, directly or indirectly, without the prior written consent of the Purchasers that hold an eighty percent (80%) interest in the Registrable SecuritiesPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than eighty percent (80%) of the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of three hundred sixty ninety (36090) days after the Effective Second Closing Date, or the redemption of all of the Shares redeemable hereunder, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenturepreferred stock or payment of dividends thereon, in each case disclosed in Section 4.4 or Schedule 4.4, (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person Person (which, 16 for purposes of this clause (iv), shall not include an individual or group of individuals), ) and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to the Purchasers Purchaser a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person Person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers Purchaser shall not have notified the Company by 5:00 p.m. (New York Salt Lake City time) on the fifth tenth (5th10th) Business Day trading day after their its receipt of the Subsequent Financing Notice of their its willingness to cause all or any of the Purchaser to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchasers Purchaser shall fail to notify the Company of their its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons Persons (or affiliates Affiliates of such personsPersons) set forth in the Subsequent Financing Notice; provided provided, that the Company shall provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser shall again have the right of first refusal set forth above in this Section 8.3subsection 8.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days trading days after the date of the initial Subsequent Financing Notice with the person Person (or an affiliate Affiliate of such personPerson) identified in the Subsequent Financing Notice. The Purchaser's rights granted to the Purchasers in under this Section 8.3 are not subject to any prior right the rights of first refusal given to any Thomson Kernaghan & Co., as agent for certain other person except entities ("Thomson") as disclosed on Schedule 4.4described in that certain Common Stock Purchase Agreement between Thomson and the Company and dated as of even date herewith.