Common use of Subsequent Financings Clause in Contracts

Subsequent Financings. In the event that prior to the one year anniversary of the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (each, a “Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Company.

Subsequent Financings. In (a) Other than in connection with a Exempt Issuance (defined below), for the event that prior to the one one-year anniversary of the period following any Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (eacheach such financing, a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, the Subscriber Company shall have deliver to the right Purchaser a written notice of its intention to participate in each such effect a Subsequent Financing in an amount necessary to maintain and the Subscriber’s pro-rata ownership details of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person (as defined in Section 3.13) detailing with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the terms Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing at least ten (10) trading days prior on the terms and with the Persons set forth in the Subsequent Financing Notice. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.6(a), if the Subsequent Financing subject to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the initial Subsequent Financing Notice is received by the Subscriber and ending not consummated for any reason on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full terms set forth in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading Notice within 90 days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on after the date of the Over Subscription Notice is received by the Subscriber and ending on the date that is two initial Subsequent Financing Notice. (2b) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, Section 1.6(a) shall not apply in respect to the event issuance of the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwardsfollowing (each, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. an “Excluded Issuances” shall mean Exempt Issuance”): (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the conversion or exercise of options any Options or Convertible Securities (defined below) that are outstanding on the day immediately preceding the Initial Closing Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Initial Closing Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock underlying such securities is not otherwise increased; (ii) Up to 10,000,000 shares of Common Stock in the aggregate that are issued under the Company’s stock option plan (the “SOP”) pursuant to the terms of the SOP in effect on the day immediately preceding the Initial Closing Date; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the directors of the Company not interested in the transaction, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds; provided that, an issuance of securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities shall not be an Exempt Issuance; and (iv) shares of Common Stock issued upon in a best efforts underwritten public offering in which the conversion or exchange of convertible securities, in each case provided such issuance is pursuant gross cash proceeds to the terms of such option or convertible security; Company (ivbefore underwriting discounts, commissions and fees) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Companyare at least $30,000,000.

Subsequent Financings. In For a period of one (1) year following the event that prior to the one year anniversary effective date of the Closing Dateregistration statement providing for the resale of the Conversion Shares and the Warrant Shares, the Company proposes covenants and agrees to issue promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") the Purchasers of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or common stock equivalents for cash consideration of $500,000 any debt or greaterequity securities convertible, exercisable or exchangeable into Common Stock. The Rights Notice shall describe, in one more transactionsreasonable detail, with the primary purpose of raising capital (each, a “proposed Subsequent Financing”), the Subscriber shall have names and investment amounts of all investors participating in the right to participate in each such Subsequent Financing in an amount necessary to maintain Financing, the Subscriber’s pro-rata ownership proposed closing date of the Subsequent Financing, which shall be within twenty (20) calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company (calculated on whether such Purchaser will purchase up to its pro rata portion of all or a fully-diluted basis) on portion of the same terms, conditions and price provided for securities being offered in such Subsequent Financing (on the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the same, absolute terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a and conditions as contemplated by such Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall If any Purchaser elects not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to "pro rata basisrata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares purchased by such Purchaser at the Closing by (y) the total number of all of the Preferred Shares purchased by all of the participating Purchasers at the Closing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the extent Purchase Price or any type of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice reset or adjustment of such Over Subscription Rights (the “Over Subscription Notice”) a purchase or conversion price or to issue additional securities at least four (4) trading days prior to any time after the closing date of a Subsequent Financing. The Participating Subscribers will If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the option right to exercise such Over Subscription Rights for a period commencing close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the Over Subscription Notice is received by material terms and conditions of the Subscriber and ending on closing are the date that is two (2) trading days prior same as those provided to the Purchasers in the Rights Notice. If the closing of a the proposed Subsequent Financing. Notwithstanding Financing does not occur on that date, any closing of the foregoing, in contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the event the Company determines in its reasonable discretion that the exercise by a Subscriber provisions of his Participation Rights or Over Subscription Rights under this Section 8 would cause 3.21(a), including, without limitation, the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean (i) equity securities (including options and other convertible securities) issued by reason delivery of a dividend, stock split, split-up or other distribution on shares new Rights Notice. The provisions of Common Stock; (iithis Section 3.21(a) equity shall not apply to issuances of securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to in a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the CompanyPermitted Financing.

Subsequent Financings. In (a) Other than in connection with an Exempt Issuance (defined below), for the event that prior to the one one-year anniversary of the period following any Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (eacheach such financing, a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, the Subscriber Company shall have deliver to the right Purchaser a written notice of its intention to participate in each such effect a Subsequent Financing in an amount necessary to maintain and the Subscriber’s pro-rata ownership details of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person (as defined in Section 3.13) detailing with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the terms Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing at least ten (10) trading days prior on the terms and with the Persons set forth in the Subsequent Financing Notice. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.4(a), if the Subsequent Financing subject to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the initial Subsequent Financing Notice is received by the Subscriber and ending not consummated for any reason on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full terms set forth in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading Notice within 90 days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on after the date of the Over Subscription Notice is received by the Subscriber and ending on the date that is two initial Subsequent Financing Notice. (2b) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, Section 1.4(a) shall not apply in respect to the event issuance of the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwardsfollowing (each, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. an “Excluded Issuances” shall mean Exempt Issuance”): (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the conversion or exercise of options any Options or Convertible Securities (defined below) that are outstanding on the day immediately preceding the Closing Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Closing Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock underlying such securities is not otherwise increased; (ii) Up to 20,000,000 shares of Common Stock in the aggregate that are issued under the Company’s stock option plan (the “SOP”) pursuant to the terms of the SOP in effect on the day immediately preceding the Closing Date; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the directors of the Company not interested in the transaction, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds; provided that, an issuance of securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities shall not be an Exempt Issuance; and (iv) shares of Common Stock issued upon in a best efforts underwritten public offering in which the conversion or exchange of convertible securities, in each case provided such issuance is pursuant gross cash proceeds to the terms of such option or convertible security; Company (ivbefore underwriting discounts, commissions and fees) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Companyare at least $30,000,000.

Subsequent Financings. In (a) For a period of two (2) years following the event that prior to the one year anniversary effective date of the Closing Dateinitial Registration Statement (as defined in the Registration Rights Agreement), the Company proposes covenants and agrees to issue promptly notify (in no event later than ten (10) days after making or receiving an applicable offer) in writing (a “Rights Notice”) each holder of Preferred Shares (each, a “Preferred Stockholder” and collectively the “Preferred Stockholders”) of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party, of Common Stock, any debt or equity securities convertible, exercisable or exchangeable into Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital any debt securities (each, a “Subsequent Financing”); provided, however, prior to delivering to each Preferred Stockholder a Rights Notice, the Subscriber Company shall have the right first deliver to participate in each such Preferred Stockholder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”) within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Preferred Stockholder if it wants to review the details of such financing. Upon the request of a Preferred Stockholder, and only upon a request by such Preferred Stockholder within three (3) Trading Days of receipt of a Pre-Notice, the Company shall promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to such Preferred Stockholder. The Rights Notice shall describe, in an amount necessary to maintain reasonable detail, the Subscriber’s pro-rata ownership proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing (if known), the proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Trading Days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Preferred Stockholder an option (the “Rights Option”) during the ten (10) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company (calculated on whether such Preferred Stockholder will purchase up to its pro rata portion of all or a fully-diluted basis) on portion of the same terms, conditions and price provided for securities being offered in such Subsequent Financing (on the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the same, absolute terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a and conditions as contemplated by such Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall If any Preferred Stockholder elects not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, the other Preferred Stockholders may participate on a pro pro-rata basis. For purposes of this Section, all references to “pro rata” means, for any Preferred Stockholder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares held by such Preferred Stockholder by (y) the total number of all of the Preferred Shares issued hereunder. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the extent Purchase Price or any type of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice reset or adjustment of such Over Subscription Rights (the “Over Subscription Notice”) a purchase or conversion price or to issue additional securities at least four (4) trading days prior to any time after the closing date of a Subsequent Financing. The Participating Subscribers will If the Company does not receive notice of exercise of the Rights Option from the Preferred Stockholder within the Option Period, the Company shall have the option right to exercise such Over Subscription Rights for a period commencing close the Subsequent Financing on the scheduled closing date with a third party; provided, that all of the Over Subscription Notice is received by material terms and conditions of the Subscriber and ending on closing are the date that is two (2) trading days prior same as those provided to the Preferred Stockholder in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.23(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.23(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. A “Excluded IssuancesPermitted Financing” shall mean (i) equity securities issued (including options and other convertible securitiesthan for cash) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of this Agreement or issued pursuant to this Agreement or any of the other Transaction Documents (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Purchasers), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement, and (v) any warrants issued to the placement agent, financial advisors and their respective designees for the transactions contemplated by the Transaction Documents.

Subsequent Financings. In (a) Other than in connection with a Permitted Issuance (defined below), until June 4, 2012 or until prepayment in full of all obligations under the event Note, the Purchaser shall have the right to participate in up to 30% of each such subsequent financing that prior to involves the one year anniversary sale of securities of the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (eacheach such financing, a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, the Subscriber Company shall have deliver to the right Purchaser a written notice of its intention to participate in each such effect a Subsequent Financing in an amount necessary to maintain and the Subscriber’s pro-rata ownership details of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the a “Subsequent Financing Notice”) detailing ). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person (as defined in Section 3.13) with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing at least ten (10) trading days prior Notice, the Purchaser fails to notify the closing Company of a Subsequent Financing. The Subscriber will have its election to participate, then the option to participate in each Company may immediately effect the Subsequent Financing for a period commencing on the date terms and with the Persons set forth in the Subsequent Financing Notice. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice the Purchaser elects to participate in an amount that is received by less than 30% of the Subscriber and ending total amount of the Subsequent Financing, then the Company may immediately effect the remaining portion of such 30% on the date that is five (5) trading days terms and with the Persons set forth in the Subsequent Financing Notice. If the Purchaser notifies the Company of its election to participate in the Subsequent Financing prior to 6:30 p.m. (Eastern Time) on such day, the closing Company shall promptly notify the Purchaser in writing if any other holder(s) of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not rights to exercise his Participation Rights participate in any Subsequent Financing (a “Nonparticipating SubscriberPreemptive Rights Holder”) fail to fully exercise such rights in any such Subsequent Financing (a “Remaining Securities Notice”). After receipt of the Remaining Securities Notice by the Purchaser, the Subscribers Purchaser shall be entitled to at least five days to notify the Company of its intention to purchase all or any portion of the remaining portion of the securities that the Preemptive Rights Holder was entitled to purchase. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.4(a), if the Common Stock Offering who have elected Subsequent Financing subject to exercise their Participation Rights in full the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading Notice within 90 days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on after the date of the Over Subscription Notice is received by the Subscriber and ending on the date that is two initial Subsequent Financing Notice. (2b) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, Section 1.4(a) shall not apply in respect to the event issuance of the Company determines in its reasonable discretion that the exercise by following (each, a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean Permitted Issuance”): (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; Stock or Options (defined below) issued or issuable in connection with any Approved Stock Plan (defined below), provided that the aggregate amount of Common Stock and Options issued and issuable under all such plans does not exceed 10% of the then outstanding shares of Common Stock of the Company and Common Stock issuable upon the exercise of warrants outstanding on the date hereof; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the conversion or exercise of options any Options or Convertible Securities (defined below) that are outstanding on the day immediately preceding the Closing Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Closing Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock underlying such securities is not otherwise increased; (iii) shares of Series B Convertible Preferred Stock that the Company has the right to sell to Vicis Capital Master Fund (“Vicis”) pursuant to a Securities Purchase Agreement dated as of June 4, 2010, by and between Vicis and the Company; and (iv) shares of Common Stock issued upon in a bona fide firm commitment underwritten public offering to a broad distribution of purchasers in which the conversion or exchange of convertible securities, in each case provided such issuance is pursuant gross cash proceeds to the terms of such option or convertible security; Company (ivbefore underwriting discounts, commissions and fees) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Companyare at least $10,000,000.

Subsequent Financings. In (a) For a period of two (2) years following the event that prior to the one year anniversary effective date of the Closing DateRegistration Statement (as defined in the Registration Rights Agreement), the Company proposes covenants and agrees to issue Common Stock promptly notify (in no event later than five (5) days after making or common stock equivalents for cash consideration receiving an applicable offer) in writing (a “Rights Notice”) each holder of $500,000 or greater, in one more transactions, with the primary purpose of raising capital Preferred Shares (each, a “Preferred Stockholder” and collectively the “Preferred Stockholders”) of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a “Subsequent Financing”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, however, prior to delivering to each Preferred Stockholder a Rights Notice, the Subscriber Company shall have the right first deliver to participate in each such Preferred Stockholder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”) within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Preferred Stockholder if it wants to review the details of such financing. Upon the request of a Preferred Stockholder, and only upon a request by such Preferred Stockholder within three (3) Trading Days of receipt of a Pre-Notice, the Company shall promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to such Preferred Stockholder. The Rights Notice shall describe, in an amount necessary to maintain reasonable detail, the Subscriber’s pro-rata ownership proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing (if known), the proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Trading Days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Preferred Stockholder an option (the “Rights Option”) during the ten (10) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company (calculated on whether such Preferred Stockholder will purchase up to its pro rata portion of all or a fully-diluted basis) on portion of the same terms, conditions and price provided for securities being offered in such Subsequent Financing (on the “Participation Rights”). The Company will provide same, absolute terms and conditions as contemplated by such Subsequent Financing, provided the Subscriber written notice (amount of such purchase shall not exceed the “Subsequent Financing Notice”) detailing the terms Purchase Price hereunder of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received Preferred Shares held by such Preferred Stockholder except as allowed by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financingfollowing sentence. A Subsequent Financing shall If any Preferred Stockholder elects not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, the other Preferred Stockholders may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to “pro rata basisrata” means, for any Preferred Stockholder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares held by such Preferred Stockholder at the Closing by (y) the total number of all of the Preferred Shares outstanding. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the extent Purchase Price or any type of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice reset or adjustment of such Over Subscription Rights (the “Over Subscription Notice”) a purchase or conversion price or to issue additional securities at least four (4) trading days prior to any time after the closing date of a Subsequent Financing. The Participating Subscribers will If the Company does not receive notice of exercise of the Rights Option from the Preferred Stockholder within the Option Period, the Company shall have the option right to exercise such Over Subscription Rights for a period commencing close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the Over Subscription Notice is received by material terms and conditions of the Subscriber and ending on closing are the date that is two (2) trading days prior same as those provided to the Preferred Stockholder in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.21(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.21(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. A “Excluded IssuancesPermitted Financing” shall mean (i) equity securities issued (including options and other convertible securitiesthan for cash) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of this Agreement or issued pursuant to this Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Purchasers), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement, and (v) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement.

Subsequent Financings. In (a) Other than in connection with a Permitted Financing (defined below), for the event that prior to the one year anniversary of 12-month period following the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (each, a “Subsequent Financing”), the Subscriber Purchaser shall have the right to participate pro rata, pari passu with Gottbetter Capital Master, Ltd. (“Gottbetter”) based upon the Gottbetter’s and Purchaser’s total subscription amounts for the Company’s securities set forth in Schedule 1.4(a) hereto, collectively, up to 100% of each such Subsequent Financing in an amount necessary to maintain subsequent financing that involves the Subscriber’s pro-rata ownership sale of securities of the Company (calculated on a fully-diluted basis) on and results in gross proceeds to the same terms, conditions and price provided for Company in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice excess of $250,000 (the “Subsequent Financing NoticeFinancing”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect Gottbetter elects not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full participate in such Subsequent Financing (each a “Participating Subscriber”) Financing, the Purchaser also shall have the right to participate in such Subsequent Financing, on a pro rata basis, Financing to the extent and in the amount that Gottbetter does not participate. At least 15 days prior to the making or accepting an offer for a Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and the details of such Nonparticipating Subscriber’s Participation Rights Subsequent Financing (the a “Over Subscription RightsSubsequent Financing Notice”). The Company will provide each Participating Subscriber written notice Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Over Subscription Rights (Subsequent Financing, the “Over Subscription Notice”) at least four (4) trading days prior amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If the Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.4(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 days after the date of the initial Subsequent Financing Notice. (b) In the event that the Purchaser elects to participate in a Subsequent Financing. The Participating Subscribers will have , the option to exercise such Over Subscription Rights for a period commencing Purchaser may, at its option, on the date the Over Subscription Notice is received one occasion only, exchange any or all Preferred Shares held by the Subscriber and ending on Purchaser for securities issued in the date that is two (2) trading days prior to Subsequent Financing at a rate of 1 Preferred Share for each $11,500 of securities issued in the closing of a Subsequent Financing. . (c) Notwithstanding the foregoing, Section 1.4(a) shall not apply in respect to the event issuance of the Company determines in its reasonable discretion that the exercise by following (each a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean Permitted Financing”): (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon or Common Stock options to employees, officers, directors or consultants of the exercise Company pursuant to any stock, option, equity incentive or similar plan duly adopted by the Board of options Directors of the Company or shares of Common Stock issued upon the exercise of any option or conversion or exchange of any convertible securities, in each case provided such issuance is security issued pursuant to any stock, option, equity incentive or similar plan duly adopted by the terms Board of Directors of the Company, (ii) securities issued upon the exercise of or conversion of any securities issued pursuant to this Agreement, (iii) Common Stock issued upon the exercise or conversion of options, warrants, preferred stock or convertible debt instruments issued and outstanding on the date of this Agreement; provided that, (A) such securities have not been amended since the date of this Agreement to increase the number of such option securities or convertible security; underlying Common Stock or (B) to decrease the exercise or conversion price of any such security (except in the case of (A) and (B) pursuant to any anti-dilution or price reset provisions or otherwise that are in effect as of the date hereof), (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a debt financing Person which is, itself or equipment leasing transactionthrough its subsidiaries, approved by an operating company in a business synergistic with the Company’s Board business of Directors; the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include an issuance or transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (v) equity securities (including options and other convertible securities) issued in connection with any sponsored researchloans made to the Company or Xeni Financial Services, collaborationCorp. for the purpose of financing loans from the Company or its subsidiaries to healthcare providers as part of the business of Xeni Financial Services, technology licenseCorp., development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities the issuance to Gottbetter of a Series D Warrant of the Company to purchase 500,000 shares of stock of the Company at an exercise price of $2.25 per share as consideration for Gottbetter granting certain waivers and consent to the transaction contemplated hereby, and (including options vii) the amendments to that certain Series E Warrant of the Company issued to Gottbetter as a result of the transactions contemplated hereby to reduce the exercise price of such warrant to $2.25 per share and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving increase the Companynumber of shares of Common Stock for which such warrants may be exercised to 541,666 and 2/3 shares.

Subsequent Financings. In (a) At any time after the event that prior to the one year anniversary of the First Closing DateDate and so long as any Note issued under this Agreement remains outstanding, the Company proposes covenants and agrees to issue promptly notify (in no event later than five days after making or receiving an applicable offer) in writing (a “Rights Notice”) the holders of outstanding Notes (each a “Rights Holder”) of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party, of Common Stock or common stock equivalents for cash consideration of $500,000 any securities convertible, exercisable or greaterexchangeable into Common Stock, in one more transactionsincluding convertible debt securities, with the primary purpose of raising capital or any debt instrument (each, a “Subsequent Financing”). The Rights Notice shall describe, in reasonable detail, the Subscriber shall have proposed Subsequent Financing, the right to participate names and investment amounts of all investors participating in each such the Subsequent Financing in an amount necessary to maintain Financing, the Subscriber’s pro-rata ownership proposed closing date of the Subsequent Financing, which shall be within 20 calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Rights Holder an option (the “Rights Option”) during the 10 Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for whether such Rights Holder will purchase securities in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms equal to up to its pro rata portion of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full securities being offered in such Subsequent Financing (each a “Participating Subscriber”) shall have on the right same terms and conditions as contemplated by such Subsequent Financing. If any Rights Holder elects not to participate in such Subsequent Financing, the other Rights Holder may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to “pro rata basisrata” means, for any Rights Holder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Rights Holder at the First Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at the First Closing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the extent Purchase Price or any type of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice reset or adjustment of such Over Subscription Rights (the “Over Subscription Notice”) a purchase or conversion price or to issue additional securities at least four (4) trading days prior to any time after the closing date of a Subsequent Financing. The Participating Subscribers will If the Company does not receive notice of exercise of the Rights Option from the Rights Holders within the Option Period, the Company shall have the option right to exercise such Over Subscription Rights for a period commencing close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the Over Subscription Notice is received by material terms and conditions of the Subscriber and ending on closing are substantially the date that is two (2) trading days prior same as those provided to the Rights Holders in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.15(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.15(a) shall apply only to the first Subsequent Financing following the First Closing Date, other than a Permitted Financing under clauses (1), (2), (4) or (5) of Section 3.15(b). (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. A “Excluded IssuancesPermitted Financing” shall mean (i1) equity securities (including options and other convertible securities) issued by reason issuances of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including Stock or options and other convertible securities) issued to employees or employees, officers, directors of, or consultants of the Company pursuant to any stock or advisors to, option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or any a majority of its subsidiaries pursuant to the members of a plancommittee of non-employee directors established for such purpose, agreement or arrangement duly approved by the Company’s Board of Directorsstockholders and described in the Public Filings, including up to 8,400,000 shares reserved for issuance under the 2007 Stock Incentive Plan; (iii2) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued upon and outstanding on the exercise date of options this Agreement and described in the Public Filings, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or shares to decrease the exercise, exchange or conversion price of Common Stock any such securities (including the Notes issued upon to the conversion or exchange of convertible securities, in each case provided such issuance is Purchasers pursuant to this Agreement); (3) securities issued in any transaction that is approved in writing by the holders of more than 66 2/3% of the then outstanding principal amount of the Notes; (4) securities issued in any transaction or series of transactions within one year of the First Closing Date, the aggregate consideration for which is less than $1,000,000 and (5) the issuance of any Securities under the terms of such option this Agreement or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the CompanyTransaction Documents.

Subsequent Financings. In (a) For so long as the event that prior to the one year anniversary of the Closing DateNotes remain outstanding, the Company proposes covenants and agrees to issue Common Stock promptly notify (in no event later than five (5) days after making or common stock equivalents for cash consideration receiving an applicable offer) in writing (a “Rights Notice”) the Purchasers of $500,000 the terms and conditions of any proposed offer or greatersale to, in one more transactions, or exchange with the primary purpose (or other type of raising capital distribution to) any third party (each, a “Subsequent Financing”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the Subscriber “Financing Securities”). The Rights Notice shall have describe, in reasonable detail, the right to participate proposed Subsequent Financing, the names and investment amounts of all investors participating in each such the Subsequent Financing in an amount necessary to maintain Financing, the Subscriber’s pro-rata ownership proposed closing date of the Subsequent Financing, which shall be within twenty (20) calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the ten (10) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for whether such Purchaser will purchase securities in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms equal to up to 50% of the Subsequent Financing at least ten (10) trading days prior Purchase Price paid by such Purchaser hereunder, up to its pro rata portion of the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full securities being offered in such Subsequent Financing (each a “Participating Subscriber”) shall have on the right same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to “pro rata basisrata” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at the Closing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the extent Purchase Price or any type of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice reset or adjustment of such Over Subscription Rights (the “Over Subscription Notice”) a purchase or conversion price or to issue additional securities at least four (4) trading days prior to any time after the closing date of a Subsequent Financing. The Participating Subscribers will If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the option right to exercise such Over Subscription Rights for a period commencing close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the Over Subscription Notice is received by material terms and conditions of the Subscriber and ending on closing are substantially the date that is two (2) trading days prior same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.22(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) shall not apply to issuances of securities in a Permitted Financing or with respect to any Purchaser that holds less than 10% of the Notes issued to it upon the Closing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. A “Excluded IssuancesPermitted Financing” shall mean (i1) equity securities (including options and other convertible securities) issued by reason issuances of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including Stock or options and other convertible securities) issued to employees or employees, officers, directors of, or consultants of the Company pursuant to any stock or advisors to, option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or any a majority of its subsidiaries pursuant to the members of a plan, agreement or arrangement approved by the Company’s Board committee of Directorsnon-employee directors established for such purpose; (iii2) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued upon and outstanding on the exercise date of options this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities (including the Notes and Warrants issued to the Purchasers pursuant to this Agreement); (3) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors, but not including a transaction with an entity whose primary business is investing in securities or a transaction, the primary purpose of which is to raise capital; (4) securities issued in any transaction that is approved in writing by the holders of more than two-thirds of the principal amount of the Notes; and (5) up to _______________ shares of Common Stock (to be equal to 8% of the fully diluted capitalization of the Company after giving effect to this offering) issuable pursuant to stock options issued upon the conversion or exchange of convertible securities, in each case provided such issuance is to ▇▇▇▇▇ ▇▇▇ pursuant to the terms of the employment agreement entered into, and as in effect, on the date hereof (and at the exercise prices and vesting schedule set forth therein), so long as such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisitionagreement, or consolidation involving options issued pursuant thereto, are not amended or modified after the Companydate hereof.

Subsequent Financings. In (a) For a period of one (1) year following the event that prior to the one year anniversary effective date of the Closing DateRegistration Statement (as defined in the Registration Rights Agreement), the Company proposes covenants and agrees to issue promptly notify in writing (a "Rights Notice") the Purchasers of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or common stock equivalents for cash consideration of $500,000 any debt or greaterequity securities convertible, exercisable or exchangeable into Common Stock. The Rights Notice shall describe, in one more transactionsreasonable detail, with the primary purpose of raising capital (each, a “proposed Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Trading Days from the date of the Rights Notice, and all of the terms and conditions thereof. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company (calculated on whether such Purchaser will purchase up to its pro rata portion of all or a fully-diluted basis) on portion of the same terms, conditions and price provided for securities being offered in such Subsequent Financing (on the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the same, absolute terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a and conditions as contemplated by such Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall If any Purchaser elects not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, the other Purchasers may participate on a pro pro-rata basis. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares purchased by such Purchaser at the Closing by (y) the total number of all of the Preferred Shares purchased by all of the participating Purchasers at the Closing. If the Company does not receive notice of exercise of the Rights Option from any or all of Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on or before the scheduled closing date set forth in the Rights Notice (or within thirty (30) days thereafter) without the participation of any or all of such Purchasers; provided that all of the material terms and conditions of the closing are the same as those provided to the extent of such Nonparticipating Subscriber’s Participation Purchasers in the Rights (the “Over Subscription Rights”)Notice. The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to If the closing of the proposed Subsequent Financing does not occur on the scheduled closing date set forth in the Rights Notice (or within thirty (30) days thereafter), any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.23(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.23(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent A "Permitted Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” " shall mean (i) equity securities issued (including options and other convertible securitiesthan for cash) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving consolidation, or the issuance of securities in connection with the purchase of patent or related rights to medical equipment or devices, (ii) warrants for up to 3,000,000 shares of Common Stock of the Company in connection with an employee stock option program, incentive stock option program, or other qualified or non-qualified employee benefit plan (an "ESOP") to be established concurrent with the closing of the Merger (as defined in Section 4.2(c) hereof), priced at $1.81 per share, to be issued to the current management of Medpro Safety Products, Inc. ("Medpro") and the future management of the Company (the "ESOP Warrants"), (iii) 68,036 warrants, priced at $1.99, to be issued to Chrystal Research (the "Chrystal Research Warrants"), (iv) 533,458 warr▇▇▇▇, ▇▇iced at $1.81, t▇ ▇▇ ▇▇▇ued to SC Capital Partners, LLC (the "SC Capital Warrants"), (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement, and (vi) any warrants issued to the placement agent, any investor relations firm, and their designees for the transactions contemplated by the Purchase Agreement.

Subsequent Financings. In (a) Other than in connection with an Exempt Issuance (defined below), for the event that prior to the one one-year anniversary of the period following any Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (eacheach such financing, a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, the Subscriber Company shall have deliver to the right Purchaser a written notice of its intention to participate in each such effect a Subsequent Financing in an amount necessary to maintain and the Subscriber’s pro-rata ownership details of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person (as defined in Section 3.13) detailing with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the terms Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing at least ten (10) trading days prior on the terms and with the Persons set forth in the Subsequent Financing Notice. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.4(a), if the Subsequent Financing subject to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the initial Subsequent Financing Notice is received by the Subscriber and ending not consummated for any reason on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full terms set forth in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading Notice within 90 days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on after the date of the Over Subscription Notice is received by the Subscriber and ending on the date that is two initial Subsequent Financing Notice. (2b) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, Section 1.4(a) shall not apply in respect to the event issuance of the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwardsfollowing (each, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. an “Excluded Issuances” shall mean Exempt Issuance”): (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the conversion or exercise of options any Options or Convertible Securities (defined below) that are outstanding on the day immediately preceding the Initial Closing Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Initial Closing Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock underlying such securities is not otherwise increased; (ii) Up to 20,000,000 shares of Common Stock in the aggregate that are issued under the Company’s stock option plan (the “SOP”) pursuant to the terms of the SOP in effect on the day immediately preceding June 30, 2011; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the directors of the Company not interested in the transaction, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds; provided that, an issuance of securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities shall not be an Exempt Issuance; and (iv) shares of Common Stock issued upon in a best efforts underwritten public offering in which the conversion or exchange of convertible securities, in each case provided such issuance is pursuant gross cash proceeds to the terms of such option or convertible security; Company (ivbefore underwriting discounts, commissions and fees) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Companyare at least $30,000,000.

Subsequent Financings. In (a) For a period of one (1) year following the event that prior to the one year anniversary effective date of the Closing DateRegistration Statement (as defined in the Registration Rights Agreement), the Company proposes covenants and agrees to issue promptly notify in writing (a "Rights Notice") the Purchasers of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or common stock equivalents for cash consideration of $500,000 any debt or greaterequity securities convertible, exercisable or exchangeable into Common Stock. The Rights Notice shall describe, in one more transactionsreasonable detail, with the primary purpose of raising capital (each, a “proposed Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Trading Days from the date of the Rights Notice, and all of the terms and conditions thereof. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company (calculated on whether such Purchaser will purchase up to its pro rata portion of all or a fully-diluted basis) on portion of the same terms, conditions and price provided for securities being offered in such Subsequent Financing (on the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the same, absolute terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a and conditions as contemplated by such Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall If any Purchaser elects not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, the other Purchasers may participate on a pro pro-rata basis. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares purchased by such Purchaser at the Closing by (y) the total number of all of the Preferred Shares purchased by all of the participating Purchasers at the Closing. If the Company does not receive notice of exercise of the Rights Option from any or all of Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on or before the scheduled closing date set forth in the Rights Notice (or within thirty (30) days thereafter) without the participation of any or all of such Purchasers; provided that all of the material terms and conditions of the closing are the same as those provided to the extent of such Nonparticipating Subscriber’s Participation Purchasers in the Rights (the “Over Subscription Rights”)Notice. The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to If the closing of the proposed Subsequent Financing does not occur on the scheduled closing date set forth in the Rights Notice (or within thirty (30) days thereafter), any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.23(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.23(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent A "Permitted Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” " shall mean (i) equity securities issued (including options and other convertible securitiesthan for cash) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving consolidation, or the issuance of securities in connection with the purchase of patent or related rights to medical equipment or devices, (ii) warrants for up to 3,000,000 shares of Common Stock of the Company in connection with an employee stock option program, incentive stock option program, or other qualified or non-qualified employee benefit plan (an "ESOP") to be established concurrent with the closing of the Merger (as defined in Section 4.2(c) hereof), priced at $1.81 per share, to be issued to the current management of Medpro Safety Products, Inc. ("Medpro") and the future management of the Company (the "ESOP Warrants"), (iii) 68,036 warrants, priced at $1.99, to be issued to Chrystal Research (the "Chrystal ▇▇▇▇▇▇▇h Warrants"), (iv) ▇▇▇,▇▇▇ warrants, priced at $1.81, to be issued to SC Capital Partners, LLC (the "SC Capital Warrants"), (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement, and (vi) any warrants issued to the placement agent, any investor relations firm, and their designees for the transactions contemplated by the Purchase Agreement.

Subsequent Financings. In (a) Until the event that prior to later of two years following the First Closing Date or one year anniversary following the conversion or repayment of all of the Closing DateNotes, the Company proposes covenants and agrees to issue Common Stock promptly notify (in no event later than five days after making or common stock equivalents for cash consideration receiving an applicable offer) in writing (a “Rights Notice”) the Purchasers of $500,000 the terms and conditions of any proposed offer or greatersale to, in one more transactions, or exchange with the primary purpose (or other type of raising capital distribution to) any third party (each, a “Subsequent Financing”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities, or any debt instrument. The Rights Notice shall describe, in reasonable detail, the Subscriber shall have proposed Subsequent Financing, the right to participate names and investment amounts of all investors participating in each such the Subsequent Financing in an amount necessary to maintain Financing, the Subscriber’s pro-rata ownership proposed closing date of the Subsequent Financing, which shall be within 20 calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the 10 Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for whether such Purchaser will purchase securities in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms equal to up to its pro rata portion of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full securities being offered in such Subsequent Financing (each a “Participating Subscriber”) shall have on the right same terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to “pro rata basisrata” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the First Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at the First Closing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the extent Purchase Price or any type of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice reset or adjustment of such Over Subscription Rights (the “Over Subscription Notice”) a purchase or conversion price or to issue additional securities at least four (4) trading days prior to any time after the closing date of a Subsequent Financing. The Participating Subscribers will If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the option right to exercise such Over Subscription Rights for a period commencing close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the Over Subscription Notice is received by material terms and conditions of the Subscriber and ending on closing are substantially the date that is two (2) trading days prior same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.15(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.15(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. A “Excluded IssuancesPermitted Financing” shall mean (i1) equity securities (including options and other convertible securities) issued by reason issuances of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including Stock or options and other convertible securities) issued to employees or employees, officers, directors of, or consultants of the Company pursuant to any stock or advisors to, option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or any a majority of its subsidiaries pursuant to the members of a plancommittee of non-employee directors established for such purpose, agreement or arrangement duly approved by the Company’s Board of Directorsstockholders and described in the Public Filings, including up to 8,400,000 shares reserved for issuance under the 2007 Stock Incentive Plan; (iii2) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued upon and outstanding on the exercise date of options or shares this Agreement and described in the Public Filings, provided that such securities have not been amended since the date of Common Stock issued upon this Agreement to increase the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms number of such option securities or convertible security; (iv) equity to decrease the exercise, exchange or conversion price of any such securities (including options and other convertible securities) the Notes issued to banks, equipment lessors or other financial institution the Purchasers pursuant to a debt financing or equipment leasing transaction, this Agreement); and (3) securities issued in any transaction that is approved in writing by the Company’s Board holders of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by more than two-thirds of the Company’s Board principal amount of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the CompanyNotes.