Common use of Reset Clause in Contracts

Reset. (a) If, from the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor (the “Reset Payment”), equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C), the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company’s payment obligation pursuant hereto shall be postponed until such time as such shareholder approval shall have been obtained or denied). (b) For purposes of this Section 4.11:

Reset. (a) If, from the date hereof until the date that is eighteen months after earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $500 million 300,000,000 of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). , then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation determination of the Market Price of a share of Common Stock specified below in this Section 4.11 and (y) the shareholder stockholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment (but only by delivering shares of Common Stock or, as provided in and subject to each Investor Section 4.12, shares of Substitute Preferred Stock or shares of such other class of preferred stock as is described in Section 4.12(d)(ii)) to Purchaser (the “Reset Payment”), ) equal to the product of (i) an amount equal to the (zx) Reference Purchase Price minus the greater of (1) $2.50 and (2) the Reset Price, divided by (y) the Reference Purchase Price multiplied by and (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant)Reset Purchase Price, grossed up as required to compensate each Investor Purchaser for any diminution in value in the Securities resulting from such Reset Payment; provided that . Subject to the Company mayprovisions of Section 4.12, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor shall be paid by delivering to such Investor Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the public announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in if a Reset Payment becomes due before the case Company obtains the approval by the Company’s stockholders of this clause the Stockholder Proposals, (C), i) the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements approvals and the Company’s payment obligation pursuant hereto shall be postponed until during such reasonable period of time and (ii) if after the lapse of such reasonable period of time the Company has not obtained such approvals, upon request of Purchaser, the Company shall deliver to Purchaser such number of shares of Substitute Preferred Stock as such shareholder approval shall have been obtained or deniedmay be required to satisfy the Company’s remaining obligations under this Section 4.11). (b) For purposes of this Section 4.114.11 and Section 4.12:

Reset. (a) If, from the date hereof until the date that is eighteen months after earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $500 million 300,000,000 of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder stockholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor Purchaser (the “Reset Payment”), ) equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by and (ii) the aggregate amount paid by such Investor pursuant to Article I Purchase Price (including, including (1) if any the Warrant has been exercised by such Investor Purchaser prior to such date, the aggregate exercise price paid by such Investor Purchaser for the Warrant shares and (2) if any the Warrant has been exchanged for convertible preferred stock Convertible Preferred Stock by such Investor Purchaser prior to such date, the value of the Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor Purchaser for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset PaymentPayment in cash, instead pay the Reset Payment due each Investor Purchaser by delivering to such Investor Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C), the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company’s payment obligation pursuant hereto shall be postponed until such time as such shareholder approval shall have been obtained or denied). (b) For purposes of this Section 4.11:date

Reset. (a) IfProvided that the Debenture is outstanding, from if, during the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, on 10 Trading Day period following the earlier of (Ai) the second business day after the closing effective date of any Reset Issuance and registration statement registering any portion of the Underlying Shares or (Bii) the date 6 month anniversary of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor Date (the “Reset PaymentPricing Period”), equal to the product average of (i) an amount equal to the (z) Reference VWAPs for such 10 Trading Days is lower than the Per Share Purchase Price minus (the “Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the WarrantVWAP”), grossed up as required then each Purchaser shall be entitled to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor receive additional shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of equal to (xa) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance number of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more issuable upon the conversion of the voting securities Debenture purchaser continues to beneficially own as of such date multiplied by the Per Share Purchase Price divided by the Reset VWAP less (b) the number of shares issuable upon conversion of the Company Debenture as of the Closing which continues to beneficially owned (or the surviving corporation resulting from such Triggering Change of Control“Reset Shares”), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by with such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total maximum number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided thatshares issuable, in the case aggregate, to the Purchasers equal to (x) the aggregate Subscription Amount divided by $0.10 (subject to adjustment for forward and reverse stock splits and the like) less (y) the aggregate number of this clause shares that would be issuable upon conversion of the Debenture as of the Closing (Cthe “Maximum Reset Shares”). For the purpose of clarity, if the average of the Reset VWAP is equal to or greater than the Per Share Purchase Price, no Purchaser shall receive any Reset Shares. For the purpose of clarity, if the average of the Reset VWAP is less than the per share Purchaser Price than the number of shares issuable upon conversion of the Debenture shall based upon the lesser of the Per Share Purchase Price or the Reset VWAP but shall not be less than $.10 per share. By way of example if the Reset VWAP equals $.17 then the reset would be $.17 but not .10. Within three (3) Trading Days immediately following the Reset Pricing Period, the Company shall issue to each Purchaser, without the payment of additional consideration, such Purchaser’s Reset Shares. In implementation of the foregoing, to the extent that an issuance of Reset Shares would result in a Purchaser or any of its affiliates beneficially owning in excess of 4.99% (the “Maximum Percentage”) of the Common Stock, then the Company shall initially issue only such number of Reset Shares that would result in such Purchaser (together with such Purchaser’s affiliates) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Reset Shares shall be issuable to such Purchaser under this Section 5.2. After such initial issuance, and until all Reset Shares which otherwise would have been issued under this Section have been issued, from time to time the Company will issue such number of such unissued Reset Shares so that such Purchaser (together such Purchaser’s affiliates) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall, at upon request, make written representations and warranties to the Company regarding its election(together with its affiliates’) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph, have a reasonable period Section 4(d) of time in which to seek any shareholder approval required to satisfy such requirements the Debenture and the Company’s payment obligation limitation on exercise contained in Section 2(e) of the Warrants issued to such Purchaser pursuant hereto to this Agreement shall be postponed until coordinated so that the aggregate beneficial ownership of such time as Purchaser (together with its affiliates) does not exceed the Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section shall take precedence over issuances of any Warrant Shares issuable to such shareholder approval Purchaser. The provisions of this paragraph shall have been obtained be implemented in a manner otherwise than in strict conformity with the terms this paragraph to correct this paragraph (or denied). (bany portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to assignees of such Purchaser hereunder. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 4.11:13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

Reset. (a) If, from the date hereof until the date that is eighteen nine months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). , then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 3.6 and (y) the shareholder approval specified below in this Section 4.113.6, if and as applicable), the Company shall make a payment to each Investor Purchaser (the “Reset Payment”), equal to the product of (i) an amount equal to the (z) the Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor Purchaser pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor Purchaser prior to such date, the aggregate exercise price paid by such Investor Purchaser for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock Convertible Preferred Stock by such Investor Purchaser prior to such date, the value of such Warrant as calculated pursuant to the terms of the WarrantWarrant in respect of such exchange), grossed up as required to compensate each Investor Purchaser for any diminution in value in the Securities Shares and Warrants resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor Purchaser by delivering to such Investor Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor Purchaser owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of ControlFundamental Change), (B) unless the OTS Office of Thrift Supervision (the “OTS”) shall have issued a written acceptance of a rebuttal of control submission by such Investor Purchaser pursuant to 12 C.F.R. §574.4(e), such Investor Purchaser owning or being deemed for applicable regulatory purposes to own won 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of ControlFundamental Change) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C), the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company’s payment obligation pursuant hereto shall be postponed until such time as such shareholder approval shall have been obtained or denied). (b) For purposes of this Section 4.113.6:

Reset. (a) IfThe amount of Company Shares issuable to the Subscriber shall be redetermined from time to time as described herein (the "Reset") and if appropriate, from the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million additional shares of Common Stock (the "Additional Shares") will be issued and delivered to the Subscriber as provided herein. The original purchase price set forth on the signature page of this Subscription Agreement (the "Purchase Price") shall be deemed the purchase price of all the shares of Common Stock to be delivered pursuant to this Subscription Agreement including the Additional Shares. Provided the Additional Shares are issued after the effective date of the Registration Statement described in Section 10.1 (iv) hereof, such Additional Shares will be free-trading on the books and records of the Company and issued without restrictive legend. (b) The Reset shall be determined on the first NASDAQ SmallCap Market trading day of each calendar month commencing October 1, 1999 (each a "Reset Date") for an amount of the Purchase Price equal to up to 25% of the Purchase Price, at the Subscriber's written election at any time during each calendar month ("Designated Portion") per Reset Date. (c) If the Company's common stock is listed for trading on the NASDAQ SmallCap Market on a Reset Date and the Closing Bid Price of the common stock on such Reset Date is less than 130% of the Issue Price set forth on the signature page hereto, (subject to adjustment for stock splits, stock dividends and similar events), then on each Reset Date a number of Company Shares will be calculated for the Designated Portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to eighty-five percent (85%) of the lowest closing bid price for the common stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities that are convertible into market on which the common stock was listed, traded or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price quoted for the calendar month immediately preceding the Reset Date (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “"Reset Price”) "). If the Reset Price is less than the Reference Purchase Issue Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, designated on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (orsignature page hereto, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), then the Company shall make a payment to each Investor (the “Reset Payment”), equal will issue to the product of (i) an amount equal to Subscriber the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance number of shares of Common Stock would obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Issue Price from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Reset Price. (d) If the Company's Common Stock is not result in (A) such Investor owning listed for trading on the NASDAQ SmallCap Market or being deemed for applicable regulatory purposes to own 25% or more National Market System on a Reset Date and the Closing Bid Price of the voting Common Stock on such Reset Date is less than 175% of the Issue Price (subject to adjustment for stock split, stock dividends and similar events), then on each Reset Date a number of Company Shares will be calculated for the Designated Portion of the Purchase Price by Dividing the Designated Portion of the Purchase Price by a number equal to eighty-five percent (85%) of the lowest closing bid price for the common stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on which the common stock was listed, traded or quoted for the calendar month immediately preceding the Reset Date. If the Reset Price is less than the Issue Price, then the Company will issue to the Subscriber the number of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Issue Price from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Reset Price. (e) Reset rights described herein shall end on the sooner to occur of two years after the Effective Date of the registration statement as described in Section 10.1(iv) hereof, or upon the Subscriber having realized net proceeds from sales of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant Shares equal to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10150% or more of the total number Purchase Price and Put Consideration actually paid by the Subscriber, of voting securities which occurrence the Subscriber shall notify the Company in writing. (f) In no event will the Subscriber be required to return any Company Shares to the Company. Each Reset calculation shall be made independent of all other Reset calculations. (g) The Company agrees to deliver the Additional Shares to the Subscriber in hand, or Redemption Amount (as defined herein) if such payment of the Company Common Stock then outstanding Redemption Amount is permitted hereunder, no later than ten (or the surviving corporation resulting from such Triggering Change of Control10) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided thatbusiness days, in the case of this clause the Additional Shares, or five (C5) business days in the case of the Redemption Amount, after notice from the Subscriber of the Designated Portion (each a "Delivery Date"). The Company understands that a delay in the delivery of either the Additional Shares or failure to timely deliver the Redemption Amount described in Sections 9.2 and 9.3 beyond the required Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company shallagrees to pay as liquidated damages payments to the Subscriber for late delivery of Additional Shares or Redemption Amount beyond the required Delivery Date, at its election, have in the amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which a reasonable period of time Reset has been calculated. The Company shall pay any payments incurred under this Section in which to seek any shareholder approval required to satisfy such requirements and the Company’s immediately available funds upon demand. The late payment obligation pursuant hereto charges described in this Section 9.1(g) shall be postponed until such time as such shareholder approval shall have been obtained payable through the date the Additional Shares or denied)Redemption Amount is received in hand by the Subscriber. (bh) For Securities and Company Shares as defined and employed in this Subscription Agreement shall include Additional Shares for all purposes including but not limited to Section 10 of this Section 4.11:Subscription Agreement. (i) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.

Reset. One year following the commencement of public trading of the common stock of the Reporting Company subsequent to the Closing of the Transactions (athe "Reset Date"), the 300,000 common shares of the Reporting Company owned by ▇▇▇▇▇▇ Mill ("the ▇▇▇▇▇▇ Mill Shares") shall be increased, if required, such that the number of ▇▇▇▇▇▇ Mill Shares times the average closing bid of the Reporting Company's common stock for the 20 consecutive trading days immediately prior to the Reset Date shall equal a value of $150,000. If, from on the date hereof until the date that is eighteen months after the Closing Reset Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) value of the ▇▇▇▇▇▇ Mill Shares is less than $150,000, QPI will deliver to ▇▇▇▇▇▇ Mill, out of the Reference Purchase Price shares it receives pursuant to the Asset Acquisition Agreement, additional shares of the Reporting Company valued as described herein necessary to equal the difference between the value of the ▇▇▇▇▇▇ Mill Shares and $150,000, subject to the adjustment provisions of this paragraph. QPI shall reserve and "escrow" an additional 300,000 shares of the Reporting Company (a “Triggering Fundamental Change” "Escrow Shares") until the Reset Date to satisfy this obligation, which shares shall be delivered and held by such escrow agent under such terms as ▇▇▇▇▇▇ Mill and QPI may reasonably agree (and, together with a Reset Issuance, a “Reset Event”). then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on no such agreement has been reached by the Closing Date, orthen a certificate representing the Escrow Shares shall be held by the August Law Group, if later, on the second business day following the later of P.C. (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable"ALG"), the Company shall make a payment to each Investor (the “Reset Payment”), equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C), the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company’s payment obligation pursuant hereto shall be postponed until such time as joint written instructions therefor are delivered to ALG and the Escrow Shares are released in accordance therewith. If, on the Reset Date, the Escrow Shares do not have sufficient fair market value to equal to the monetary obligation of QPI under this Section 7(a), QPI hereby agrees to pay to ▇▇▇▇▇▇ Mill, in cash, the difference between its monetary obligation under this Section 7(a) and the fair market value of the Escrow Shares (calculated by multiplying the number of such shareholder approval shall have been obtained Escrow Shares by the average closing price of the Reporting Company's common stock as announced by the principal stock market or deniedexchange on which it is then trading for the 10 consecutive trading days prior to the Reset Date). (b) For purposes of this Section 4.11:

Reset. (a) Ifa. The aggregate amount of Common Stock issuable to the Purchasers shall be redetermined as described herein and, from the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sellsif appropriate, or agrees to issue or sell, more than $500 million additional shares of Common Stock (the "Reset Shares") or, if Company stockholder approval of the issuance of the Reset Shares has not been obtained by the 150th day after the Closing, cash or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stocka Company promissory note (as more fully described below) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “"Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (Amount" and together with the New Issuance PriceReset Shares, the “"Reset Price”Securities") is less than will be issued (as applicable) and delivered to the Reference Purchasers as provided herein. The Purchase Price (a “Triggering Fundamental Change” and, together with a shall be deemed the purchase price of all the securities to be issued pursuant to this Agreement including the Reset Issuance, a “Reset Event”). then, on Securities. b. On the earlier of (Ai) the second business 120th day after following the closing of any Reset Issuance Closing and (Bii) the effective date of the occurrence of a Triggering Fundamental Change Registration Statement (or, if later, on the Closing "Reset Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable"), the Company shall make a payment to each Investor determine the average closing bid price for the Common Stock as reported by AMEX for the 20 consecutive trading days preceding the Reset Date (the “"Reset Payment”Price"). If the Reset Price is less than $2.88 (subject to appropriate adjustment for stock splits, equal stock dividends and similar events) for the Reset Date, then, subject to subsection (d) below, the Company shall promptly issue to the product Purchasers hereunder, without payment of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Priceadditional consideration therefor, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value that number of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor additional shares of Common Stock valued at calculated as follows: A = (B minus C) divided by D A= The aggregate number of Reset Shares issuable to the lower Purchasers B= X multiplied by Y multiplied by Z, where X = The aggregate number of Common Shares issuable hereunder then held by the Purchasers and not sold or otherwise transferred (excluding the Reset Shares) Y = $500,000 divided by the aggregate number of Common Shares issuable hereunder (excluding the Reset Shares) Z = 130% C= The product obtained by multiplying the aggregate number of Common Shares issuable hereunder then held by the Purchasers and not sold or otherwise transferred (excluding the Reset Shares) by the Reset Price D= The Reset Price By way of example, if the Reset Price for the Reset Date is $2.50 and the Purchasers have purchased an aggregate of 226,004 Common Shares for the Purchase Price of $500,000 and still own all of such shares as of the Market Price Reset Date, then the Company shall issue to the Purchasers 33,720 Reset Shares following the Reset Date. c. The Reset Shares, if any, issued hereunder shall be subject to the restrictions, limitations and conditions imposed upon the Common Shares issued upon the initial subscription under this Agreement. The Reset Securities shall be allocated among the Purchasers in proportion to the number of Common Shares acquired by them hereunder. d. If Company stockholder approval of the issuance of the Reset Shares is not obtained on or prior to the 150th day after the Closing, then instead of issuing the Purchasers the Reset Shares to which they otherwise would be entitled to receive in accordance with subsection (b) above, the Company shall deliver to the Purchasers a share cash amount (the "Reset Payment") equal to the then fair market value of the Reset Shares (which shall be equal to the average closing bid price for the Common Stock as of (x) reported by AMEX for the last 20 consecutive trading day prior days preceding the Reset Date). If the Company is financially unable to the date on which this payment occurs or (y) the first date of the announcement deliver all of the Reset Issuance Payment in cash within three days of the Reset Date, then that portion of the Reset Payment which the Company is unable to pay shall be payable by delivery by the Company of a promissory note in such amount bearing interest at the rate of 9% per annum, with principal and interest payable in full on the first anniversary of the date of delivery. e. Within 30 days after stockholder approval of the issuance of the Reset Shares, if any, the Company will file a registration statement (the "Reset Registration Statement") under the Securities Act to permit the offer and sale by the Purchasers of the Reset Shares. The Company will use its reasonable best efforts to cause the Reset Registration Statement to be declared effective by the SEC within 75 days after the initial filing thereof. The fees and expenses related to such filing (excluding underwriter discounts and commissions and the fees and expenses of counsel to the Purchasers) will be payable by the Company. The Company may delay the filing and/or effectiveness of the Reset Registration Statement for a period not to exceed 90 days if the Company is in possession of material nonpublic information that the Company would be required pursuant to applicable law, rule or regulation to disclose in the Preliminary Fundamental Change Reset Registration Statement and that resulted in a Triggering Fundamental Changeis not, but solely for the registration, otherwise required to be so disclosed at the time of such registration, the disclosure of which, in its good faith judgment, is likely to have a material adverse effect on the business, operations or prospects of the Company. The Company will use its reasonable best efforts to keep the Reset Registration Statement continuously effective until the Purchasers have completed the distribution described therein; provided that, notwithstanding the foregoing, at the Company's election, the Company may cease to keep the Reset Registration Statement effective with respect to any shares covered thereby, and the registration rights of a Purchaser shall expire with respect to such shares, at such time as such shares may be sold pursuant to Rule 144(k) under the Securities Act (or other exemption from registration mutually acceptable to the Company and the Purchasers). In connection with the filing of the Reset Registration Statement, the Company will indemnify and hold harmless, to the extent permitted by law, the Purchasers and their respective directors, officers and affiliates (the "Indemnitees") against any and all losses, claims, damages, liabilities and/or expenses (collectively, "Claims") to which such Indemnitees may become subject under the Securities Act, common law or otherwise, insofar as such Claims (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Reset Registration Statement, or incorporated by reference therein, or in any preliminary, final or summary prospectus contained therein (except where errors or omissions in such preliminary prospectus are corrected in the final prospectus and the Purchasers fail to deliver such final prospectus) or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Indemnitees for any legal expenses reasonably incurred by them in connection with defending any such Claim; provided, however, that the Company shall not be liable to any Indemnitee in any such case to the extent that any such issuance Claim (or action or proceeding in respect thereof) arises out of shares or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Reset Registration Statement, or incorporated by reference therein, or in any amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in material conformity with written information with respect to any Purchaser furnished to the Company by or on behalf of Common Stock would such Purchaser for use in the preparation thereof. The foregoing indemnity agreement shall not result apply to amounts paid in (A) settlement of claims if such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of settlement is effectuated without the voting securities consent of the Company (or the surviving corporation resulting from such Triggering Change of Controlwhich shall not be unreasonably withheld), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C). At its expense, the Company shallshall make available to the Purchasers such number of copies of the prospectus constituting a part of the Reset Registration Statement as is reasonably necessary to allow the Purchasers to resell the Reset Shares, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and if any. In connection with the Company’s payment obligation pursuant hereto 's registration obligations set forth above, the Company shall use its reasonable efforts to cause the shares covered by the Reset Registration Statement to be postponed until such time as such shareholder approval shall have been obtained listed or denied)admitted for trading or otherwise included on each securities exchange, if any, (including, without limitation, The American Stock Exchange) on which similar securities issued by the Company are then listed. (b) For purposes of this Section 4.11:

Reset. (a) IfThe amount of Company Shares issuable to the Subscriber shall be redetermined from time to time as described herein (the "Reset") and if appropriate, from the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million additional shares of Common Stock (the "Additional Shares") will be issued and delivered to the Subscriber as provided herein. The original purchase price set forth on the signature page of this Subscription Agreement (the "Purchase Price") shall be deemed the purchase price of all the shares of Common Stock to be delivered pursuant to this Subscription Agreement. Provided the Additional Shares are issued after the effective date of the Registration Statement described in Section 10.1(iv) hereof, such Additional Shares will be free-trading on the books and records of the Company and issued without restrictive legend. (b) The Reset shall be determined on the dates identified below (each a "Reset Date") for an amount of the Purchase Price equal to not less than 10% and not more than 25% of the Purchase Price, at the Subscriber's election ("Designated Portion") per Reset Date. The initial Reset Date shall be the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement or at the Subscriber's election on the 180th day after the Closing Date if the Registration Statement required to be filed pursuant to Section 10.1(iv) hereof has not been declared effective by the Securities and Exchange Commission on such date ("Trigger Date"). Subsequent Reset Dates shall be on the 30th, 60th, 90th, 120th, 150th, 180th, 210th, 240th, and 270th day following the Trigger Date. If any such date is not a trading day on the NASDAQ SmallCap Market, then the Reset Date shall be the first trading day thereafter. In the event any portion of the Common Shares comprising the Registration Escrow (as hereinafter defined) is released to the Company pursuant to Section 10.1(iv), then the aggregate Designated Portions of the Purchase Price shall not be greater than that portion of the Purchase Price set forth on the signature page to this Subscription Agreement less the corresponding amount of Purchase Price returned to the Subscriber. In no event may the aggregate Designated Portions of the Purchase Price exceed the Purchase Price. To the extent a Registration Escrow is held in escrow on a Reset Date, then such Common Shares issuable in connection with such Registration Escrow will be deposited in escrow to be held pursuant to the Funds Escrow Agreement. (c) On each Reset Date a number of Company Shares will be calculated for the Designated Portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to seventy-seven percent (77%) of the average closing bid prices for the Common Stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities that are convertible into or exchangeable or exercisable formarket on which the Common Stock is then being traded, or are otherwise linked tofor the five trading days immediately preceding, Common Stock) at a purchase (or referencebut not including, implied, conversion, exchange or comparable) price the Reset Date (the “New Issuance "Average Price”) per share less than "). If the Reference Purchase Average Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Issue Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, designated on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (orsignature page hereto, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), then the Company shall make a payment to each Investor (the “Reset Payment”), equal will issue to the product of (i) an amount equal to Subscriber the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance number of shares of Common Stock would not result in obtained by subtracting (Ay) such Investor owning or being deemed for applicable regulatory purposes the number of shares obtained by dividing the Designated Portion of Purchase Price by the Issue Price from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Average Price. (d) In the event the Average Price calculated on a Reset Date is more than 130% but less than 200% of the Issue Price, then 20% of the Purchase Price will no longer be subject to own 25Reset. In the event the Average Price calculated on a Reset Date is 200% or more than the Issue Price, then 50% of the voting securities Purchase Price shall no longer be subject to Reset. (e) In no event will the Subscriber be required to return any Company Shares to the Company. Each Reset calculation shall be made independent of all other Reset calculations. (f) The Company agrees to deliver the Additional Shares to the Subscriber in hand, or Redemption Amount (as defined herein), if such payment of the Company Redemption Amount is permitted hereunder, no later than ten (or 10) business days after notice from the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more Subscriber of the total number Designated Portion amount (the "Delivery Date"). The Company understands that a delay in the delivery of voting securities of either the Additional Shares or failure to deliver the Redemption Amount described in Sections 9.2 and 9.3 beyond the Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company Common Stock then outstanding (agrees to pay as liquidated damages payments to the Subscriber for late delivery of Additional Shares or Redemption Amount beyond the surviving corporation resulting from such Triggering Change Delivery Date, in the amount of Control) or (C) $100 per business day after the Company failing to comply with applicable New York Stock Exchange requirements or the requirement Delivery Date for each $10,000 of any other Governmental Entity (provided thatDesignated Portion of Purchase Price for which a Reset has been calculated. Additionally, in the case of this clause (C)late payment of the Redemption Amount, the Company shall, at its election, have a reasonable period will pay on additional sum equal to 10% of time the Designated Portion of the Purchase Price. The Company shall pay any payments incurred under this Section in which to seek any shareholder approval required to satisfy such requirements and the Company’s immediately available funds upon demand. The late payment obligation pursuant hereto charges described in this Section 9.1(f) shall be postponed until such time as such shareholder approval shall have been obtained payable through the date the Additional Shares or denied)Redemption Amount is received in hand by the Subscriber. (bg) For Company Shares as defined and employed in this Subscription Agreement shall mean and include Additional Shares for all purposes including but not limited to Section 10 of this Section 4.11:Subscription Agreement. (h) Nothing contained herein or in any document referred to herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event a rate of interest required or imputed to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.

Reset. Other than in connection with (ai) Iffull or partial consideration in connection with a strategic merger, from acquisition, consolidation or purchase of substantially all of the date hereof until securities or assets of a corporation or other entity by the date that is eighteen months after Company, provided such issuances are not for the Closing Date: purpose of raising capital, (1ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d) to the Subscription Agreement, (iv) underwritten public offerings by the Company, (v) as described in the Reports (as defined in the Subscription Agreement), and (vi) as described on Schedule 7 hereto (collectively the foregoing are “Excepted Issuances”), if at any time during the Compliance Period (as defined in the Subscription Agreement) while the Buyer is holding Shares, the Company issues shall offer, issue or sells, or agrees agree to issue any common stock or sell, more than $500 million securities convertible into or exercisable for shares of Common Stock (or other securities that are convertible into modify any of the foregoing which may be outstanding) to any person or exchangeable or exercisable for, or are otherwise linked to, Common Stock) entity at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share or conversion or exercise price per share which shall be less than $1.00, without the Reference Purchase Price (a “Reset Issuance”)consent of Buyer, or (2) there occurs any Fundamental Change in which then the Underlying Security Price (together with Seller shall deliver, for each such occasion, additional Shares to Buyer so that the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date average per share purchase price of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor (the “Reset Payment”), equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued sold to Buyer (of only the Purchased Shares still owned by Buyer) is equal to such other lower price per share. For purposes of this Section 7, the purchase price of the Shares shall be deemed to be $1.00 (“Imputed Share Price”). The delivery to the Buyer of the additional Shares shall be not later than the closing date of the transaction giving rise to the requirement to issue additional Shares (“Issuance Date”). The Buyer is hereby granted by the Company the registration rights described in Section 11 of the Subscription Agreement in relation to such additional Shares, or at the lower election of the Market Price Buyer, registration rights, if any, granted in connection with the dilutive issuance. For purposes of a share the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock as or of (x) any warrant, right or option to purchase Common Stock shall result in the last trading day prior to the date on which this payment occurs or (y) the first date delivery of the announcement additional Shares upon the sooner of the Reset Issuance agreement to or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Changeactual issuance of such convertible security, but solely to the extent that warrant, right or option and again at any such issuance time upon any subsequent issuances of shares of Common Stock would not result in (A) upon exercise of such Investor owning conversion or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from purchase rights if such Triggering Change of Control), (B) unless the OTS shall have issued issuance is at a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, in the case of this clause (C), the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company’s payment obligation pursuant hereto shall be postponed until such time as such shareholder approval shall have been obtained or denied)price lower than $1.00. (b) For purposes of this Section 4.11:

Reset. (a) IfThe amount of Company Shares issuable to the Subscriber shall be redetermined from time to time as described herein (the "Reset") and if appropriate, from the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million additional shares of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stockthe "Additional Shares") at a will be issued and delivered to the Subscriber as provided herein. The original purchase (or reference, implied, conversion, exchange or comparable) price set forth on the signature page of this Subscription Agreement (the “New Issuance "Purchase Price”") per share less than shall be deemed the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which purchase price of all the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor (the “Reset Payment”), equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at to be delivered pursuant to this Subscription Agreement including the lower of Additional Shares. Provided the Market Price of a share of Common Stock as of (x) Additional Shares are issued after the last trading day prior to the date on which this payment occurs or (y) the first effective date of the announcement Registration Statement described in Section 10.1(iv) hereof, such Additional Shares will be free-trading on the books and records of the Company and issued without restrictive legend. (b) The Reset Issuance shall be determined on the thirtieth (30th), sixtieth (60th), and ninetieth (90th) days after the date the registration statement described in Section 10.1(iv) hereof is declared effective by the Commission, or if such registration statement has not been declared on or before the Preliminary Fundamental Change that resulted Effective Date then, at the Subscriber's election, the thirtieth (30th), sixtieth (60th), and ninetieth (90th) days after the Effective Date, (each a "Reset Date"). In the event the Company elects to defer a Reset pursuant to Section 9.1(f) hereof, then the final Reset determination shall be made on the 120th day after declaration of effectiveness described above or Effective Date, as the case may be. The Subscriber may elect to Reset up to one-third (1/3) of the Purchase Price on each Reset Date ("Designated Portion"). A Subscriber may not Reset a portion of the Purchase Price for which the Subscriber has sold, prior to a Reset Date, the Common Shares Purchased (as identified on the signature page hereto) in connection therewith. The Subscriber may, in the Subscriber's sole and absolute discretion, determine and designate the source of any of the Company's common shares sold by the Subscriber as being Company Shares received hereunder, or Additional Shares, Put Shares or common shares obtained from any other source other than pursuant to this Subscription Agreement. (c) If the closing bid price of the common stock on the NASD OTC Bulletin Board or such other principal exchange or market where the common stock is listed for trading, on such Reset Date is less than $4.50 (subject to adjustment for stock splits, stock dividends and similar events), then on each Reset Date a Triggering Fundamental Changenumber of Company Shares will be calculated for the Designated Portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to eighty-seven and one-half percent (87.5%) of the average of the three lowest closing bid prices for the common stock on the NASD OTC Bulletin Board, but solely or on any securities exchange or other securities market on which the common stock was listed, traded or quoted for the fifteen (15) trading days immediately preceding the Reset Date (the "Reset Price"). If the Reset Price is less than $4.00, then the Company will issue to the extent that any such issuance Subscriber the number of shares of Common Stock would not obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by $4.00 from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Reset Price. (d) In no event will the Subscriber be required to return any Company Shares to the Company. Each Reset calculation shall be made independent of all other Reset calculations. (e) The Company agrees to deliver the Additional Shares to the Subscriber in hand, or Redemption Amount (as defined herein) if such payment of the Redemption Amount is required hereunder, no later than ten (10) business days after notice from the Subscriber ("Reset Notice") of the Designated Portion (the "Delivery Date"). A Reset Notice must be given to the Company within 20 days of the Reset Date. The Company understands that a delay in the delivery of either the Additional Shares or failure to timely deliver the Redemption Amount described in Section 9.2 beyond the Delivery Date could result in (A) economic loss to the Subscriber. As compensation to the Subscriber for such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of loss, the Company (agrees to pay as liquidated damages payments to the Subscriber for late delivery of Additional Shares or Redemption Amount beyond the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided thatDelivery Date, in the case amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which a Reset has been calculated. The Company shall pay any payments incurred under this clause (C), the Company shall, at its election, have a reasonable period of time Section in which to seek any shareholder approval required to satisfy such requirements and the Company’s immediately available funds upon demand. The late payment obligation pursuant hereto charges described in this Section 9.1(g) shall be postponed until such time as such shareholder approval shall have been obtained payable through the date the Additional Shares or denied)Redemption Amount is received in hand by the Subscriber. (bf) For The Company may elect to defer a Reset in relation to one Reset Date ("Reset Deferral"). Such Reset Deferral must be made for all Subscribers entering into subscription agreements similar to this Subscription Agreement in connection with $1,200,000 of Purchase Price, in the aggregate. The Company's Reset Deferral election must be communicated in writing to all of the above described Subscribers within three business days after the Reset Date for which the Company elects a Reset Deferral. In the event the Company elects a Reset Deferral, the Subscriber shall have the option of electing the Reset Price in effect on any subsequent Reset Date on which a Reset may be determined pursuant to 9.1(c) above or an alternative Reset Price ("Alternative Reset Price") for the amount of Purchase Price subject to the Reset Deferral. The Alternative Reset Price, if any, shall be the average of the Reset Price in effect on the Reset Date for which the Reset Deferral has been elected and the Reset Price on the Reset Date for which a Reset Notice is given in relation to a portion of the Purchase Price which was the subject of a Reset Deferral. (g) Securities and Company Shares as defined and employed in this Subscription Agreement shall include Additional Shares for all purposes including but not limited to Section 10 of this Section 4.11:Subscription Agreement. (h) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.