Common use of Next Equity Financing Clause in Contracts

Next Equity Financing. Upon the closing of the Next Equity Financing, the principal and unpaid accrued interest of each Note will be automatically converted into, at the option of the holder thereof, either (i) the Equity Securities issued in the Next Equity Financing or (ii) shares of Series B-3 Preferred Stock. Notwithstanding the foregoing, upon the written consent of holders of at least seventy-five percent (75%) in interest of the aggregate principal amount of Notes, accrued interest on this Note may be paid in cash at the option of the Company. The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted on the date of conversion, by the Conversion Price, as applicable. At least ten (10) business days prior to the closing of the next sale (or series of related sales) by the Company of its Equity Securities following the date of this Agreement (each a “Planned Financing”), the Company shall notify the holder of each Note in writing of the terms under which the Equity Securities of the Company will be sold in such Planned Financing (the “Financing Notice”). If the Planned Financing qualifies as a Next Equity Financing, then within five (5) business days after the Financing Notice is effectively given by the Company, a holder shall inform the Company of its election to convert the Note into either (x) the Equity Securities issued in the next Equity Financing or (y) shares of Series B-3

Next Equity Financing. Upon the closing of the Next Equity Financing, the Any unpaid principal and unpaid accrued interest of each Note will shall automatically be automatically converted into, at into Conversion Shares upon the option closing of the holder thereof, either (i) the Next Preferred Equity Securities issued in the Next Equity Financing or (ii) shares of Series B-3 Preferred Stock. Notwithstanding the foregoing, upon the written consent of holders of at least seventy-five percent (75%) in interest of the aggregate principal amount of Notes, accrued interest on this Note may be paid in cash at the option of the CompanyFinancing. The number of Conversion Shares to be issued upon such conversion shall be determined as follows: (i) if the Next Preferred Equity Financing is consummated prior to July 1, 2011, the number of Conversion Shares shall be equal to the quotient obtained by dividing (A) (I) the product of 1.1 and the outstanding principal and unpaid accrued interest amount on a Note to be converted on the date of conversion, plus (II) the unpaid accrued interest on such Note, by (B) the Conversion Price; or (ii) if the Next Preferred Equity Financing is consummated between July 1, as applicable2011 and October 30, 2011, the number of Conversion Shares shall be equal to the quotient obtained by dividing (A) (I) the product of 1.2 and the outstanding principal amount on a Note to be converted on the date of conversion, plus (II) the unpaid accrued interest on such Note, by (B) the Conversion Price. At least ten five (105) business days prior to the closing of the next sale (or series of related sales) by the Company of its Next Preferred Equity Securities following the date of this Agreement (each a “Planned Financing”), the Company shall notify the holder of each Note in writing of the terms under which the Equity Securities of the Company will be sold in such Planned Financing (financing. The issuance of Conversion Shares pursuant to the “Financing Notice”). If conversion of each Note shall be upon and subject to the Planned Financing qualifies as a same terms and conditions applicable to the New Preferred Stock sold in the Next Preferred Equity Financing, then within five (5) business days after the Financing Notice is effectively given by the Company, a holder shall inform the Company of its election to convert the Note into either (x) the Equity Securities issued in the next Equity Financing or (y) shares of Series B-3.