Common use of Right to Participate in Certain Sales of Additional Securities Clause in Contracts

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 7.1.1 For so long as any shares of the Purchase Agreement and Section 5A.3 of the Series F Purchase AgreementRegistrable Securities remain outstanding, the Company agrees that it will not (and that it will cause its subsidiaries not to) sell or issue any shares of capital stock of the CompanyCapital Stock or Equity Securities, or other securities convertible into or exchangeable for capital stock of the Company or optionsin each case, warrants or rights carrying any rights to purchase capital stock of the Company unless (the “Offered Securities”x) unless the Company first submits a written notice (the a “Preemptive Rights Pre-Emptive Right Notice”) to the Investors identifying (for the benefit of the Investor Parties) setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, to the extent applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price, timing (which shall be at least three (3) but no more than six (6) Business Days after the delivery or deemed delivery of such Pre-Emptive Right Notice to the Investor) and other terms of the proposed sale of such Proposed Securities; and (including price, number or aggregate principal C) the amount of securities and all other material terms)such Proposed Securities proposed to be issued; provided, and that following the delivery of such notice, the Company shall deliver to the Investors (for the benefit of the Investor Parties) any such information the Investors may reasonably request in order to evaluate the proposed issuance, (y) it offers to each issue and sell to the Investor Parties, on such terms as the opportunity to purchase its Pro Rata Allotment Proposed Securities are issued and upon full payment by the Investor Parties, the lesser of (as hereinafter definedi) fifty percent (50%) of the Offered Proposed Securities (to be allocated among the Investor Parties in proportion to their respective levels of ownership of Series B Shares as of the date of the Pre-Emptive Rights Notice) or (ii) the percentage of the Proposed Securities equal to the aggregate Participation Portions of the Investor Parties (to be allocated among the Investor Parties in proportion to their respective levels of ownership of Series B Shares as of the date of the Pre-Emptive Rights Notice); provided, however, that, subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, compliance with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in Section 7.1.5, the initial Company shall not be required to offer to issue or sell to the Investors, at any time within one hundred twenty (120) days following Investor Parties the termination portion of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by Proposed Securities that would require the Company to obtain stockholder approval in respect of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have any Proposed Securities to the Investor Parties under Nasdaq Marketplace Rule 5635 unless such approval has been approved by a majority obtained (provided, further, however, that the Company shall still be obligated to provide written notice of such proposed issuance to the Investors (for the benefit of the Board of DirectorsInvestor Parties), (ix) securities purchased by the New Investor pursuant to Section 5.6 which notice shall include a description of the Purchase Agreement and Proposed Securities (xincluding the number thereof) securities purchased by Cisco pursuant to Section 5A.3 that would require stockholder approval in respect of the Series F Purchase Agreementissuance thereof).

Right to Participate in Certain Sales of Additional Securities. Subject (a) For a period of three years after the Closing, subject to the terms and conditions of this Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, 6.2 the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or optionsOptions, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered New Securities”) ), unless the Company first submits written notice (the “Preemptive Rights Notice”) to the Investors Purchasers identifying the terms of the proposed sale (including the price, number or aggregate principal amount and type of securities and all other material terms), ) and offers to each Investor Purchaser the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered New Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities New Securities to a third party or parties. The Company’s offer to the Investors Purchasers shall remain open and irrevocable for a period of thirty (30) 20 days after the Preemptive Rights Notice, during which time the Investors Purchasers may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities New Securities sought to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing InvestorsPurchaser. Any securities New Securities so offered which that are not purchased by the Investors Purchasers pursuant to such offer may be sold by the Company, but only at a price not less than the price and on the other terms and conditions not more favorable to the purchasers than as set forth in the initial offer to the InvestorsPreemptive Rights Notice, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced thirty (30) 20 day period. For purposes of this Section 3.16, each Investor’s the “Pro Rata Allotment” of securities shall be the New Securities of Purchasers is based on the ratio which that the shares of Common Stock Conversion Shares held by or issuable to such Investor (as determined in accordance with Section 1.2 hereof) Purchaser upon conversion of its Series A Preferred Shares on the date of the Preemptive Rights Notice bears to the sum of the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined including the Conversion Shares issuable upon conversion of the Series A Preferred Stock on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue (i) any shares of capital stock of the Company, or other (ii) securities convertible into or exchangeable for capital stock of the Company or (iii) options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) Company, unless the Company first submits a written notice offer to each Investor (collectively, the “Preemptive Rights Notice”) to the Investors "Offerees"), identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor Offeree the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the Investors some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. Each Offeree's "Pro Rata Allotment" of such securities shall be based on the ratio (as determined in accordance with Section 1.3 hereof) which the Shares then owned by it bears to all of the then issued and outstanding shares of Common Stock (including for this purpose any shares of Common Stock issuable upon conversion of the Preferred Stock) as of the date of such written offer. The Company’s 's offer pursuant to the Investors this Section 3.1 shall remain open and irrevocable for a period of thirty (30) days during which time calendar days, and the Investors may accept recipients of such offer shall elect to purchase by giving written notice thereof to the Company setting forth within such 30-day period, including therein the maximum number of shares of capital stock or other securities to be purchased by any such Investor, including of the number of shares or securities Company which the Investor Offeree would purchase if the other Investors Offerees do not elect to purchase, with the rights of the electing Investors Offerees to purchase such additional shares or securities to be based on upon the relative holdings of shares Shares of the electing InvestorsOfferees in the case of over-subscription. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investorsoffer, at any time within one hundred twenty (120) 120 calendar days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase granted under this Article III shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 of the Excluded Shares (as defined in the Company's Amended and Restated Articles of Incorporation), (ii) any shares of Common Stock and up underlying the option previously granted to 325,000 shares of Series 1 Stock, as Michxxx Xxxxxxxxx (xx appropriately adjusted for any stock splitssplit, combination, reorganization, recapitalization, reclassification, stock dividendsdistribution, recapitalizations and the like (stock dividend or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stocksimilar event), (iii) securities issued as a result of any stock split, stock dividend dividend, reclassification or combination of reorganization or similar event with respect to the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of shares issued as consideration for any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, or (viiv) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority shares of Common Stock issued upon conversion of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase AgreementPreferred Stock.

Right to Participate in Certain Sales of Additional Securities. Subject With -------------------------------------------------------------- respect to Section 5.6 the Investors, so long as the Investors continue to hold an aggregate number of Convertible Preferred Shares and Conversion Shares equal to at least 50% of the Purchase Agreement Convertible Preferred Shares (subject to adjustments for stock splits, stock dividends and Section 5A.3 the like), and with respect to the Redeeming Stockholders, so long as such Redeeming Stockholders continue to hold in the aggregate at least 50% of the Series F Purchase AgreementCommon Stock held at the date hereof (subject to adjustments for stock splits, stock dividends and the like) the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to each of the Investors and each Redeeming Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms) (the "Offer"), and offers to each such Investor and each Redeeming Stockholder the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities such securities (subject to increase for over-allotment if any of the some Investors or Redeeming Stockholder do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Investors and the Redeeming Stockholders than those on which the Company proposes to sell such securities to a third party or parties. For the purposes of this Agreement, each Investor's or Redeeming Stockholder's "Pro Rata Share" of such securities shall be based upon the ratio which (A) the number of shares of Common Stock (which shall include shares of Common Stock issuable upon exercise or conversion of securities then outstanding) owned by it or him, as the case may be, bears to (B) the total of all the issued and outstanding shares of Common Stock (which shall include shares of Common Stock issuable upon exercise or conversion of securities then outstanding). The Company’s 's offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the 7 days, and Investors may accept such offer and Redeeming Stockholders who elect to purchase, by written notice to the Company setting forth Company, within such period shall have the maximum number of first right to take up and purchase any shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors and Redeeming Stockholders do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investorspurchasers. The closing of any such Offer shall occur no sooner than 30 days after the delivery of such Offer. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the InvestorsInvestors and Redeeming Stockholders, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)5.1. Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of may (i) up issue shares of Common Stock pursuant to 17,350,204 the Warrant Agreements and pursuant to Warrants and stock options existing on the date hereof as set forth in Section 5.1 of the Disclosure Schedule; (ii) issue shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations options (and the like (or options to purchase such Common Stock to be issued upon exercise thereof) included in the Stock Option Pool or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans otherwise approved by a majority of the Board of Directors, (ii) Common Stock upon conversion Directors of the Preferred Stock, Company; (iii) securities as a result issue warrants to purchase up to 733,000 shares of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any Stock pursuant to warrants to be issued to the New Investor in connection with the Purchase Agreement, placement by the Company of subordinated indebtedness and the shares of Common Stock issued upon exercise of such warrants; (viiv) securities up to 100,000 shares of Convertible Preferred Stock to be issued in connection with a merger, consolidation, acquisition or similar business combination approved the placement by a majority the Company of subordinated indebtedness and shares of Common Stock issuable upon conversion thereof; and (v) issue Conversion Shares upon the conversion of the Board of DirectorsConvertible Preferred Shares, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance other provisions of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant this Section 5.1 shall not apply with respect to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementsuch issuances.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the (a) The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “"Offered Securities”") unless the Company first submits written notice (the “"Preemptive Rights Notice”") to the Investors Holder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the Holder the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) securities on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s 's offer to the Investors Holder shall remain open and irrevocable for a period of thirty (30) days during which time the Investors Holder may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing InvestorsHolder. Any securities so offered which are not purchased by the Investors Holder pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, Holder at any time within one hundred twenty (120) 120 days following the termination of the above-referenced thirty (30) -day period. The closing of the sale of the securities to the Holder shall be subject to the closing of the sale of the remaining Offered Securities. For purposes of this Section 3.1Agreement, each Investor’s “the Holder's Pro Rata Allotment” of securities Allotment with respect to Offered Securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears equal to the total number of shares such Offered Securities proposed to be issued by the Company multiplied by a fraction, the numerator of which is the number of Shares (determined on an as-converted basis into the Company's Common Stock) owned by the Holder immediately prior to the issuance of such Offered Securities, and the denominator of which is the total number of Shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right immediately prior to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementsuch Offered Securities.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase up to its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors do not fully exercise their rightsrights as provided below) on terms and conditions, including price, not less favorable to the Investors than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's "Pro Rata Share" of such securities shall be based on the ratio which the shares of Common Stock (including shares issuable upon conversion of Preferred Stock) owned by it bears to all the issued and outstanding shares of Common Stock (including shares issuable upon conversion of Preferred Stock) calculated in each case on a fully-diluted basis giving effect to the conversion of convertible securities and assuming the exercise of all outstanding vested options, in each case as of the date of such written offer. The Company’s 's offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the 30 days, and Investors may accept such offer shall elect to purchase by giving written notice thereof to the Company setting forth within such thirty-day period including therein the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on upon the relative holdings of Common Stock (including shares issuable upon conversion of Preferred Stock) of the electing InvestorsInvestors in the case of over-subscription, provided that in the event any Investor within an Investor Group does not elect to purchase its Pro Rata Share, the other members of such Investor Group may elect to purchase such non-electing Investor's Pro Rata Share or portion thereof not so elected based on the relevant holdings of the participating Investors within such Investor Group before any such shares are allocated to participating Investors within any other Investor Group. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase granted under this Article III shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares warrants or options, or stock issued on the exercise thereof in connection with any financing transaction, (ii) securities issued in connection with the acquisition of another corporation by the Company or any Affiliate of the Company, whether by merger, purchase of stock, purchase of all or substantially all of the assets of such corporation, or otherwise, (iii) Common Stock and up to 325,000 shares of Series 1 Stockissued, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options or rights to purchase such Common Stock or Series 1 Stock) granted, to its employees, consultants, officers, directors, employees and consultants pursuant to stock and options plans approved by a majority advisors or independent contractors of the Board Company or of Directorsany Affiliate of the Company, (ii) Common Stock upon conversion of the Preferred Stock, (iiiiv) securities issued as a result of any stock split, stock dividend dividend, reclassification or combination reorganization of the Company’s Common Stock, (iv) securities upon conversion 's stock or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities Common Stock or Redeemable Preferred Stock issued upon conversion of the Note or exercise of any warrants issued to the New Investor Convertible Participating Preferred Stock in connection accordance with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority terms of the Board Company's Amended and Restated Certificate of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase AgreementIncorporation.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors and the Stockholders (including for all purposes of this Section 6 each permitted transferee of a Stockholder pursuant to Section 5.1(b)) identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor and Stockholder the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors or Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Investors and Stockholders than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's or Stockholder's "Pro Rata Share" of such securities shall be based on the ratio which the shares of Common Stock held by he or it bears to all the issued and outstanding shares of Common Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company’s 's offer to the Investors and Stockholders shall remain open and irrevocable for a period of thirty (30) days during which time 30 days, and Investors and Stockholders who elect to purchase shall have the Investors may accept such offer by written notice first right to the Company setting forth the maximum number of take up and purchase any shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors or Stockholders do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investorspurchasers. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the InvestorsInvestors and Stockholders, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 90-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)6.1. Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of may (i) up to 17,350,204 issue options and shares of its Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directorsemployees, employees advisors, consultants, directors and consultants the ESOP with respect to up to an aggregate 609,685 shares pursuant to stock and options plans approved by a majority the 1997 Stock Option Plan as in effect as of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (vii) securities reissue to its officers and employees under the 1997 Stock Option Plan 1,218,000 canceled, terminated or expired options which were originally granted under the 1995 Stock Option Plan and issue stock upon the exercise of such options, (iii) reissue to its officers and employees under the 1997 Stock Option Plan, upon cancellation, termination or expiration, up to 1,907,794 options that were originally granted under the 1995 Stock Option Plan which are currently outstanding and issue stock upon the exercise of such options and (iv) issue Conversion Shares upon the conversion of the Note or exercise of any warrants issued Convertible Preferred Shares, and this Section 6 shall not apply with respect to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementissuances.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exercisable or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors and the Shareholders (including for all purposes of this Section 6 each permitted transferee of a Shareholder pursuant to Section 5.1(b)) identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor and Shareholder the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors or Shareholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Investors and Shareholders than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's or Shareholder's "Pro Rata Share" of such securities shall be based on the ratio which the shares of Common Stock held by he, she or it bears to all the issued and outstanding shares of Common Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company’s 's offer to the Investors and Shareholders shall remain open and irrevocable for a period of thirty (30) days during which time 20 days, and Investors and Shareholders who elect to purchase shall have the Investors may accept such offer by written notice first right to the Company setting forth the maximum number of take up and purchase any shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors or Shareholders do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investorspurchasers. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the InvestorsInvestors and Shareholders, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced thirty (30) 20-day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 90-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)6.1. Notwithstanding the foregoing, the right Company may (i) issue options to purchase shall be inapplicable its officers and employees with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 3,625,000 shares of its Common Stock and up pursuant to 325,000 shares of Series 1 Stock, as appropriately adjusted the Plan (subject to adjustments for stock splits, stock dividends, recapitalizations dividends and the like (or options to purchase such like) and issue shares of its Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to upon the exercise of any such stock and options plans approved by a majority of the Board of Directorsoptions, (ii) Common Stock upon conversion of issue the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.Conversion Shares,

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the (A) The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “"Offered Securities”") unless the Company first submits written notice (the “"Preemptive Rights Notice”") to the Qualified Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the Qualified Investors the opportunity to purchase its their respective Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s 's offer to the Qualified Investors shall remain open and irrevocable for a period of thirty fifteen (3015) days Business Days during which time the Qualified Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Qualified Investors. Any securities so offered which are not purchased by the Qualified Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Qualified Investors, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced thirty (30) 15-day period. For purposes of this Section 3.1, each Investor’s “the Qualified Investors' "Pro Rata Allotment” " of securities shall be based on the ratio which the shares of Common Stock held by such Investor the Qualified Investors (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (and determined on a fully-diluted and an as-as converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Investors than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's "Pro Rata Share" of such securities shall be based on the ratio which the shares of the Securities owned by it bears to all the issued and outstanding shares of the Securities, Common Stock and Common Stock equivalents of the Company, calculated in each case on a fully-diluted basis giving effect to vested options as of the date of such written offer. The Company’s 's offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time 30 days, and Investors who elect to purchase shall have the Investors may accept such offer by written notice first right to the Company setting forth the maximum number of take up and purchase any shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)6.1. Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of may (i) issue options for up to 17,350,204 an aggregate 105,000 shares of Common Stock and up (subject to 325,000 shares of Series 1 Stock, as appropriately adjusted adjustments for stock splits, stock dividends, recapitalizations dividends and the like (or options like) pursuant to purchase such the terms of the Plan and may issue shares of its Common Stock or Series 1 Stock) to its officersupon the exercise of any such stock options, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock issue Conversion Shares upon the conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase AgreementConvertible Shares.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that that, without the approval of a Majority Interest, it will not sell or issue (a) any shares of capital stock of the Company, or other (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) Company, unless the Company first submits a written notice (the “Preemptive Rights Notice”) to the Investors each Investor identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's Pro Rata Allotment of such securities shall be based on the ratio which the number of Shares owned by such Investor (as determined in accordance with Section 1.3 hereof) bears to all of the issued and outstanding shares of Common Stock (including all shares of Common Stock then issuable upon conversion of (i) the Preferred Stock, (ii) other securities of the Company that are convertible into Common Stock pursuant to then exercisable rights of conversion, and (iii) options and warrants to purchase Common Stock of the Company which are exercisable, in each case as of the date of such written offer.) The Company’s 's offer pursuant to the Investors this Section 3.1 shall remain open and irrevocable for a period of thirty (30) calendar days during which time following receipt by the Investors may accept of such offer written notice, and each Investor shall elect to purchase the securities so offered by giving written notice thereof to the Company setting forth within such 30-day period, including therein the maximum number of shares of capital stock or other securities of the Company which the Investor wishes to be purchased by any such Investorpurchase, including the number of such shares or securities which the Investor it would purchase if the one or more other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on upon the relative holdings of shares Shares of the electing InvestorsInvestors in the case of over-subscription. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investorsoffer, at any time within one hundred twenty (120) 120 calendar days following the termination of the above-referenced thirty (30) -day period. For purposes of , but may not be sold to any other Person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 3.1, each . In no event shall the Investor’s “Pro Rata Allotment” 's right to purchase pursuant to this Section 3.1 permit them to acquire more than 2% of the Company's issued and outstanding shares of common stock on a fully diluted basis at the time of such issuance (including all convertible securities and outstanding option) and in the event of purchases of pro-rata fractions as provided above would result in aggregate purchases in excess of such amount the amounts to be purchased by the Purchasers shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined reduced on a fullypro-diluted and an as-converted rata basis). Notwithstanding the foregoing, the right to purchase granted under this Article III shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) the issuance of up to 17,350,204 an aggregate of 3,750,000 shares of Common Stock and up to 325,000 shares of Series 1 Stock, (as appropriately adjusted for any stock splitssplit, combination, reorganization, recapitalization, reclassification, stock dividendsdistribution, recapitalizations and stock dividend or similar event) issued or issuable in connection with, or upon the like (exercise of, options or options other awards granted or to purchase such Common Stock or Series 1 Stock) be granted to its employees, officers, directors, employees and directors or consultants of the Company pursuant to stock the Company's 2000 Incentive Compensation Plan, in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board of Directors and options plans issued pursuant to the Company's 2000 Incentive Compensation Plan or any other equity incentive plan approved by a majority Majority Interest ("Excluded Shares"), plus such number of Excluded Shares that are repurchased by the Company from such Persons after August 30, 2000 in accordance with the Company's Amended and Restated Certificate of Incorporation, pursuant to contractual rights held by the Company and at repurchase prices not exceeding the respective original purchase prices (appropriately adjusted to reflect the occurrence of any event described in Section A.7(b) of the Board Company's Amended and Restated Certificate of DirectorsIncorporation) paid by such Persons to the Company therefore, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities issued as a result of any stock split, stock dividend dividend, reclassification or combination reorganization or similar event with respect to the Shares, (iii) securities issued pursuant to the anti-dilution rights of any holder of equity securities or securities exercisable for or exchangeable or convertible into equity securities of the Company’s Common Stock, ; (iv) securities upon conversion or exercise issued pursuant to the closing of convertible or exercisable securities outstanding on the date hereof, a Qualified Public Offering; (v) securities upon conversion issued prior to August 30, 2001 solely in connection with a strategic alliance or other corporate partnering transaction; (vi) securities issued in exchange for the stock or assets of the Note or exercise of any warrants issued to the New Investor another company in connection with the Purchase Agreementacquisition of or merger into such company; provided, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith actions shall have been approved by a majority of the members of the Board of Directors, which approval shall include that of the Series B Director Designee; (vii) warrants to purchase Common Stock or Convertible Preferred Stock outstanding as of August 30, 2000; (viii) ) shares of Common Stock issued upon exercise of the Warrants; and (ix) securities purchased by shares of Common Stock issued upon conversion of, or as a dividend on, the New Investor pursuant to Section 5.6 Convertible Preferred Stock and the Series A Convertible Preferred Stock, par value $.0001, of the Purchase Agreement and Company (x) securities purchased by Cisco pursuant to Section 5A.3 the "Series A Preferred"). For purposes of this paragraph, the term Common Stock shall include all common stock of the Series F Purchase AgreementCompany.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not offer, sell or issue (a) any shares of capital stock of the Company, or other securities (b) Securities convertible into or exchangeable for capital stock of the Company or options(c) Options, warrants Warrants or rights carrying any other rights to purchase capital stock of the Company (the collectively, “Offered New Securities”) unless the Company first submits a written notice to each Preferred Stockholder (collectively, the “Preemptive Rights NoticeOfferees”) to the Investors identifying the terms of the proposed offer, sale or issuance (including price, number or and aggregate principal amount of securities and all other material termsSecurities being offered, sold or issued), and offers offering to each Investor of the Offerees the opportunity to purchase its Diluted Pro Rata Allotment (as hereinafter defined) of the Offered New Securities (subject to increase for over-allotment if any of the Investors some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell conditions contained in such securities to a third party or partiesnotice. The Company’s Company will keep such offer to the Investors shall remain open and irrevocable for a period of thirty (30) 30 days during which time following receipt by the Investors may accept Offerees of such offer written notice, and the Offerees will have the right to elect to purchase the New Securities so offered by giving written notice thereof to the Company setting forth within such 30 day period. Such notice will indicate the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities New Securities which the Investor Offerees would purchase if (including such number in the case that one or more other Investors Offerees do not elect to purchase, with the rights purchase any of the electing Investors New Securities to which such other Offerees are entitled to purchase). In the event that any Offeree does not elect to purchase its Diluted Pro Rata Allotment of the New Securities, then each other Offeree who has elected to purchase a number of New Securities in excess of its Diluted Pro Rata Allotment (an “Overallotment Offeree”) will have the right to purchase those New Securities which such additional shares or securities Offeree elected not to purchase (the “Excess New Securities”), which Excess New Securities will be allocated among all Overallotment Offerees pro rata (up to the number of New Securities specified in such Offeree’s notice) based on the relative holdings number of shares Securities held (or, in the case of an Investor, based on the number of Securities held and the number of Securities that are issuable pursuant to the conversion of the electing InvestorsConvertible Notes and the Series C Preferred Stock) by such Overallotment Offerees immediately prior to receipt of such written notice from the Company; provided, however, that no such Offeree will be required to purchase more than the number of New Securities specified in its election notice. Any securities New Securities so offered which are not purchased by the Investors Offerees pursuant to such offer may be sold by the CompanyCompany at any time within 120 days following the termination of the above referenced 30 day period, but only on the terms and conditions set forth in the initial offer. The Company will not offer, sell or issue any New Securities after such 120 day period or on terms and conditions other than those set forth in the original offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of notice without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement4.1.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company New Holdings agrees that it will not sell or issue or agree to sell or issue: (a) any shares of capital stock of the Company, or other equity interests of New Holdings, (b) any securities convertible into or exercisable or exchangeable for capital stock or other equity interests of the Company New Holdings, or (c) any options, warrants or rights carrying any rights to purchase capital stock or other equity interests of the Company (the “Offered Securities”) New Holdings, unless the Company New Holdings first submits a written notice (the “Preemptive Rights Notice”) to the Investors each Founder and each Investor identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor such Person who is an "accredited investor," as such term is defined in Rule 501 under the Securities Act (an "ELIGIBLE PERSON"), the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the Investors some Eligible Persons do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company New Holdings proposes to sell such securities to a third party or partiesparties (a "PRE-EMPTIVE RIGHT NOTICE"). The Company’s Such Pre-Emptive Right Notice shall set forth: (i) the proposed commencement date for such sale; (ii) the number and description of the securities to be offered pursuant to such sale; (iii) the purchase price for such securities; and (iv) other material terms of the sale. New Holdings' offer pursuant to the Investors this Section 4.1 shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (12020) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance receipt by the Company Eligible Persons of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementwritten notice.

Right to Participate in Certain Sales of Additional Securities. Subject So -------------------------------------------------------------- long as the Investor continues to Section 5.6 hold an aggregate number of Convertible Preferred Shares and Conversion Shares equal to at least 50% of the Purchase Agreement Convertible Preferred Shares purchased hereunder (subject to adjustments for stock splits, stock dividends and Section 5A.3 of the Series F Purchase Agreementlike), the Company agrees that it will not sell or issue any shares of capital stock of the Company, Company or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors Investor identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms) (the "Offer"), and offers to each the Investor the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) such securities on terms and conditions, including price, not less favorable to the Investor than those on which the Company proposes to sell such securities to a third party or parties. For the purposes of this Agreement, the Investor's "Pro Rata Share" of such securities shall be based upon the ratio which (A) the number of shares of Common Stock (which shall include shares of Common Stock issuable upon exercise or conversion of securities then outstanding) owned by it or him, as the case may be, bears to (B) the total of all the issued and outstanding shares of Common Stock (which shall include shares of Common Stock issuable upon exercise or conversion of securities then outstanding). The Company’s 's offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number 7 days. The closing of shares or other securities to be purchased by any such Investor, including Offer shall occur no sooner than 30 days after the number delivery of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing InvestorsOffer. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the InvestorsInvestor, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120- day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)7.1. Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of may issue (i) up shares of Convertible Preferred Stock pursuant to 17,350,204 the Series A Warrants and shares of Common Stock and up to 325,000 upon conversion of such shares of Series 1 Convertible Preferred Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion pursuant to the Common Stock Warrant and pursuant to warrants and stock Options existing on the date hereof as set forth in Section 7.1 of the Preferred StockDisclosure Schedule, (iii) securities as a result shares of any stock split, stock dividend Common Stock and options (and the Common Stock to be issued upon exercise thereof) included in the Stock Option Pool or combination otherwise approved by the Board of Directors of the Company’s Common Stock, (iv) securities upon conversion or exercise shares of convertible or exercisable securities outstanding on the date hereof, Common Stock pursuant to warrants issued in connection with August Transactions; and (v) securities the Conversion Shares and shares of Common Stock upon the conversion of the Note or exercise shares of any warrants issued to the New Investor in connection with the Purchase AgreementConvertible Preferred Stock, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance other provisions of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant this Section 7.1 shall not apply with respect to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementsuch issuances.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.”

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors (including their Permitted Transferees) (collectively, the "Offerees') identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor (including each Permitted Transferee) the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Each Offeree's "Pro Rata Allotment” " of such securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of including shares of Common Stock outstanding on the date issuable upon conversion of Preferred Stock) then owned by it bears to all of the Preemptive Rights Notice then issued and outstanding shares of Common Stock (determined including shares of Common Stock issuable upon conversion of Preferred Stock calculated in each case on a fully-diluted basis giving effect to the conversion of convertible securities and an asassuming the exercise of all outstanding vested options, in each case as of the date of such written offer. The Company's offer pursuant to this Section 4. 1 shall remain open and irrevocable for a period of 30 days, and the recipients of such offer shall elect to purchase by giving written notice thereof to the Company within such 30-converted basis)day period, including therein the maximum number of shares or other securities which the Offeree would purchase if other Offerees do not elect to purchase, with the rights of electing Offerees to purchase such additional shares to be based upon the relative holdings of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) of the electing Offerees in the case of over-subscription. Any securities so offered which are not purchased pursuant to such offer may be sold by the Company but only on the terms and conditions set forth in the initial offer, at any time within 120 days following the termination of the above-referenced 30-day period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 4. 1. Notwithstanding the foregoing, the right to purchase granted under this Article IV shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) securities issued in connection with the acquisition of another corporation by the Company, whether by merger, purchase of all or substantially all of the assets of such corporation, or otherwise, (ii) up to 17,350,204 994,407 shares (or options to purchase shares) of Common Stock and up (subject to 325,000 shares adjustment in the event of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (events) issued or options granted to purchase such Common Stock or Series 1 Stock) to its employees, consultants, officers, directors, employees and consultants advisors or independent contractors of the Company or of any Affiliate of the Company pursuant to stock the Company's 1997 Stock Option and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred StockGrant Plan, (iii) securities issued as a result of any stock split, stock dividend dividend, reclassification or combination reorganization of the Company’s Common Stock, 's capital stock or (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities Common Stock issued upon conversion of the Note or exercise of any warrants issued to the New Investor Convertible Preferred Stock in connection accordance with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority terms of the Board Company's Amended and Restated Articles of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase AgreementIncorporation.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, Directors and (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue (i) any shares of capital stock of the Companystock, or other (ii) securities convertible into or exchangeable for capital stock of the Company or (iii) options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) Company, unless the Company first submits a written notice offer to each Investor and Stockholder who holds any shares of capital stock of the Company and each of their permitted transferees holding at least two percent (2%) of the “Preemptive Rights Notice”fully-diluted capital stock of the Company (collectively, the "Offerees") to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor Offeree the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the Investors some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. Each Offeree's "Pro Rata Allotment" of such securities shall be based on the ratio (as determined in accordance with Section 1.3 hereof) which the Shares then owned by it bears to all of the then issued and outstanding Shares as of the date of such written offer. The Company’s 's offer pursuant to the Investors this Section 3.1 shall remain open and irrevocable for a period of thirty (30) days during which time 30 days, and the Investors may accept recipients of such offer shall elect to purchase by giving written notice thereof to the Company setting forth within such 30-day period, including therein the maximum number of shares Shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor Offeree would purchase if the other Investors Offerees do not elect to purchase, with the rights of the electing Investors Offerees to purchase such additional shares or securities to be based on upon the relative holdings of shares Shares of the electing InvestorsOfferees in the case of over-subscription. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investorsoffer, at any time within one hundred twenty (120) 120 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 120-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase granted under this Article III shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up options to 17,350,204 purchase shares of Common Stock and up granted or to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants be granted pursuant to stock and options plans approved by a majority of the Board of DirectorsCompany's 1998 Stock Plan (as defined in the Purchase Agreement), (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities issued as a result of any stock split, stock dividend dividend, reclassification or combination reorganization or similar event with respect to the Common Stock or (iii) shares of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities Stock issued upon conversion of the Note Preferred Stock or upon exercise of any warrants issued options granted pursuant to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition Company's 1998 Stock Plan or similar business combination approved by a majority options to purchase shares of Common Stock outstanding as of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementdate hereof.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the (a) The Company agrees that it will not offer, sell or issue (i) any shares of capital stock of the Company, or other (ii) securities convertible into or exchangeable for capital stock of the Company Company, or (iii) options, warrants or rights carrying any other rights to purchase capital stock of the Company (the “Offered Securities”collectively, "NEW SECURITIES") unless the Company first submits a written notice offer to each Stockholder (collectively for purposes of this Article III, the “Preemptive Rights Notice”"OFFEREES") to the Investors identifying the terms of the proposed sale (including price, number or and aggregate principal amount of securities and all other material termsbeing offered), and offers to each Investor of the Offerees the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered New Securities (subject to increase for over-allotment if any of the Investors some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell conditions contained in such securities to a third party or partiesnotice. The Company’s Company will keep such offer to the Investors shall remain open and irrevocable for a period of thirty (30) 10 Business days during which time following receipt by the Investors may accept Offerees of such offer written notice, and the Offerees will have the right to elect to purchase the New Securities so offered by giving written notice thereof to the Company setting forth within such 10 Business day-period. Such notice will indicate the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities New Securities which the Investor Offerees would purchase if the one or more other Investors Offerees do not elect to purchase any of the New Securities to which it is entitled to purchase. In the event that any Offeree does not elect to purchase its Pro Rata Allotment, then each Offeree who has elected to purchase a number of New Securities in excess of its Pro Rata Allotment (an "OVERALLOTMENT OFFEREE") will have the right to purchase those New Securities which such Offeree elected not to purchase, with the rights of the electing Investors to purchase such additional shares or securities to which New Securities will be allocated among all Overallotment Offerees pro rata based on the relative holdings number of issued and outstanding shares of Common Stock held by such Overallotment Offerees immediately prior to the electing Investorscommencement of such Offer; PROVIDED that no Offeree will be required to purchase more than the number of New Securities specified in its election notice. Any securities New Securities so offered which are not purchased by the Investors Offerees pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, Company at any time within one hundred twenty (120) 180 calendar days following the termination of the above-referenced thirty (30) ten Business Day-period, but only on the terms and conditions no more favorable to the purchasers thereof than those set forth in the initial offer. The Company will not offer, sell or issue any New Securities after such 180 calendar-day period. For purposes of period or on terms and conditions more favorable to the purchasers thereof than those set forth in the original offer notice without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement.

Right to Participate in Certain Sales of Additional Securities. Subject Notwithstanding anything to Section 5.6 the contrary in the Articles of the Purchase Agreement and Section 5A.3 of the Series F Purchase AgreementIncorporation, the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors and the Shareholders (including for all purposes of this Section 6 each permitted transferee of a Shareholder pursuant to Section 5.1(b)) identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor and Shareholder the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors or Shareholders do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Investors and Shareholders than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's or Shareholder's "Pro Rata Share" of such securities shall be based on the ratio which the shares of Common Stock held by he, she or it bears to all the issued and outstanding shares of Common Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company’s 's offer to the Investors and Shareholders shall remain open and irrevocable for a period of thirty (30) days during which time 30 days, and Investors and Shareholders who elect to purchase shall have the Investors may accept such offer by written notice first right to the Company setting forth the maximum number of take up and purchase any shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors or Shareholders do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investorspurchasers. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the InvestorsInvestors and Shareholders, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 90-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)6.1. Notwithstanding the foregoing, the right Company may (i) issue options and shares of restricted stock to purchase shall be inapplicable its officers and employees with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 75,000 shares pursuant to the Plan and issue shares of its Common Stock and up to 325,000 shares upon the exercise of Series 1 Stock, as appropriately adjusted for any such stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directorsoptions, (ii) Common Stock issue Conversion Shares upon the conversion of the Convertible Preferred StockShares, and this Section 6 shall not apply with respect to such issuances and (iii) issue securities as a result of any stock split, stock dividend dividend, reclassification or combination reorganization of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement's stock.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 7.1.1 For so long as any shares of the Purchase Agreement and Section 5A.3 of the Series F Purchase AgreementRegistrable Securities remain outstanding, the Company agrees that it will not (and that it will cause its subsidiaries not to) sell or issue any shares of capital stock of the CompanyCapital Stock or Equity Securities, or other securities convertible into or exchangeable for capital stock of the Company or optionsin each case, warrants or rights carrying any rights to purchase capital stock of the Company unless (the “Offered Securities”x) unless the Company first submits a written notice (the a “Preemptive Rights Pre-Emptive Right Notice”) to the Investors identifying (for the benefit of the Investor Parties) setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, to the extent applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price, timing (which shall be at least three (3) but no more than six (6) Business Days after the delivery or deemed delivery of such Pre-Emptive Right Notice to the Investor) and other terms of the proposed sale of such Proposed Securities; and (including price, number or aggregate principal C) the amount of securities and all other material terms)such Proposed Securities proposed to be issued; provided, and offers to each Investor that following the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) delivery of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditionssuch notice, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer shall deliver to the Investors shall remain open and irrevocable (for a period the benefit of thirty (30the Investor Parties) days during which time any such information the Investors may accept such offer by written notice reasonably request in order to evaluate the proposed issuance, (y) it offers to issue and sell to the Company setting forth Investor Parties, on such terms as the maximum number of shares or other securities to be purchased Proposed Securities are issued and upon full payment by any such Investor, including the number of shares or securities which the Investor would purchase if Parties, the other Investors do not elect to purchase, with the rights Participation Portion of the electing Investors to purchase such additional shares or securities to Proposed Securities (allocated among the Investor Parties as may be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased determined by the Investors pursuant acting in their sole discretion); provided, however, that, subject to such offer may be sold by the Company, but only on compliance with the terms and conditions set forth in Section 7.1.5, the initial Company shall not be required to offer to issue or sell to the Investors, at any time within one hundred twenty (120) days following Investor Parties the termination portion of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by Proposed Securities that would require the Company to obtain stockholder approval in respect of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have any Proposed Securities to the Investor Parties under Nasdaq Marketplace Rule 5635 unless such approval has been approved by a majority obtained (provided, further, however, that the Company shall still be obligated to provide written notice of such proposed issuance to the Investors (for the benefit of the Board of DirectorsInvestor Parties), (ix) securities purchased by the New Investor pursuant to Section 5.6 which notice shall include a description of the Purchase Agreement and Proposed Securities (xincluding the number thereof) securities purchased by Cisco pursuant to Section 5A.3 that would require stockholder approval in respect of the Series F Purchase Agreementissuance thereof (the “Restricted Issuance Information”)).

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue issue: (a) any shares of capital stock of the Company, or other (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) Company, unless the Company first submits a written notice (the “Preemptive Rights Notice”) to the Investors each Stockholder identifying the terms of the proposed sale (including price, number number, or aggregate principal amount of securities and all other material terms), and offers to each Investor Stockholder the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the Investors some Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer pursuant to the Investors this Section 4.1 shall remain open and irrevocable for a period of thirty (30) days during following receipt by the Stockholders of such written notice. The Company shall not be required to make an offer to Stockholders pursuant to this Section 4.1 for securities (i) issuable upon the exercise, conversion or exchange of exercisable, convertible or exchangeable securities which time the Investors may accept such offer by written notice are originally issued in accordance with this Section 4.1; (ii) offered to the Company setting forth public; (iii) issued in connection with any investment for strategic business purposes by a person who is not already a Stockholder which has been approved by the maximum number Board of shares Directors; (iv) issued in connection with any merger, consolidation, recapitalization or other securities business combination which has been approved by the Board of Directors; (v) issued pursuant to be purchased the acquisition of another entity by any the Company by merger, purchase of substantially all the assets or other reorganization whereby the Stockholders immediately prior to such Investortransaction own not less than a majority of the voting power of the surviving entity; (vi) issued in consideration, including the number of shares whether in whole or securities which the Investor would purchase if the other Investors do not elect to purchasein part, in connection with the rights extension of any credit or the electing Investors making of any loan to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on or the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of any debt security to any person who is not a Stockholder; (ivii) up issuable to 17,350,204 shares any officer, director or employee of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants Company pursuant to stock and options plans any option plan of the Company approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities issued in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided any transaction in respect of a security that is available to all holders of such strategic transactions and the issuance of securities in connection therewith have been approved by security on a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementpro rata basis.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the The Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits a written notice (the “Preemptive Rights Notice”) offer to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment Share (as hereinafter defined) of the Offered Securities securities (subject to increase for over-allotment if any of the some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Investors than those on which the Company proposes to sell such securities to a third party or parties. Each Investor's "Pro Rata Share" of such securities shall be based on the ratio which the shares of Common Stock held by it bears to all the issued and outstanding shares of Common Stock calculated on a fully-diluted basis giving effect to the conversion of convertible securities as of the date of such written offer. The Company’s 's offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time 30 days, and Investors who elect to purchase shall have the Investors may accept such offer by written notice first right to the Company setting forth the maximum number of take up and purchase any shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investorspurchasers. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, Company but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) 90 days following the termination of the above-referenced thirty (30) -day period. For purposes of period but may not be sold to any other person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 90-day period without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis)5.1. Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of may (i) up to 17,350,204 issue shares of its Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directorsemployees, employees advisors, consultants, and consultants directors with respect to options to purchase up to an aggregate 1,231,985 shares pursuant to stock and options plans approved by a majority the Option Plan as in effect as of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, and (vii) securities issue Conversion Shares upon the conversion of the Note or exercise of any warrants issued Convertible Preferred Shares, and this Section 5 shall not apply with respect to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreementissuances.

Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, If at any time the Company agrees that it will not sell or intends to issue any shares of capital stock of the Company(i) Equity Interests, or other (ii) securities convertible into or exchangeable for capital stock of the Company Equity Interests, or (iii) options, warrants or rights carrying any rights to purchase capital stock of Equity Interests, other than Excluded Securities (collectively, the Company "OFFERED SECURITIES"), it shall submit a written offer to each Mezzanine Investor (collectively, the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to the Investors "OFFEREES"), identifying the terms of the proposed issuance and sale (including price, number or aggregate principal amount of securities the Offered Securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment subscription if any of the Investors some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable to the Offerees than those on which the Company proposes to sell such securities the Offered Securities to a third party or parties; provided, however, that such Offeree agrees to purchase the Offered Securities and any other securities to be purchased in tandem therewith by the prospective purchaser. The Company’s offer 's obligation to complete any such issuance or sale is subject to the Investors receipt of all necessary Gaming Approvals. Each Offeree's "PRO RATA ALLOTMENT" of the Offered Securities shall be based on the ratio (as determined in accordance with Section 1.2 hereof) which the Offered Securities then owned by it bears to all of the then issued and outstanding Securities as of the date of such written offer. The Company's offer pursuant to this Section 4.1 shall remain open and irrevocable for a period of thirty ten (3010) days during which time Business Days, and the Investors may accept recipients of such offer shall elect to purchase by giving written notice thereof to the Company setting forth within such 10-day period, including therein the maximum number of shares or other securities to be purchased by any such Investor, including Offered Securities of the number of shares or securities Company which the Investor Offeree would purchase if the other Investors Offerees do not elect to purchase, with the rights of the electing Investors Offerees to purchase such additional shares or securities Offered Securities to be based on upon the relative holdings of shares Securities of the electing InvestorsOfferees in the case of over-subscription. Any securities so offered Offered Securities which are not purchased by the Investors pursuant to such offer plus, at the Company's election, an equivalent number of securities so purchased by the Offerees may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investorsoffer, at any time within one hundred twenty ninety (12090) days following the termination of the above-referenced thirty (30) 10-day period. For purposes period or any longer period of time as may be required by any Gaming Authorities but may not be sold to any other Person or on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer or after such 90-day period or such longer period as may be required by any Gaming Authorities without renewed compliance with this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock, as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like (or options to purchase such Common Stock or Series 1 Stock) to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock, (iii) securities as a result of any stock split, stock dividend or combination of the Company’s Common Stock, (iv) securities upon conversion or exercise of convertible or exercisable securities outstanding on the date hereof, (v) securities upon conversion of the Note or exercise of any warrants issued to the New Investor in connection with the Purchase Agreement, (vi) securities in connection with a merger, consolidation, acquisition or similar business combination approved by a majority of the Board of Directors, (vii) securities pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors, (viii) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors, (ix) securities purchased by the New Investor pursuant to Section 5.6 of the Purchase Agreement and (x) securities purchased by Cisco pursuant to Section 5A.3 of the Series F Purchase Agreement4.1.