Common use of Further Purchases Clause in Contracts

Further Purchases. Provided that the Company has at such time sold all Subsequent Purchases to the Purchaser, the Company may, at its option, request in writing on not less than thirty (30) Business Days' notice that the Purchaser purchase in the aggregate from the Company, in proportionate amounts and on terms otherwise identical to the terms of the securities set forth in Section 2.1., in addition to the Securities set forth in Section 2.1, up to an additional 13,333 shares of Class AA Preferred Stock, up to an additional 11,667 shares of Class AB Preferred Stock apportioned between Class ABI Preferred Stock and Class ABII Preferred Stock as set forth in Section 10.17, up to an additional 333,250 Warrants and up to an additional 1,904,762 Supplemental Warrants (a "Further Purchase"). The Purchaser may, in its sole discretion accede to or refuse any such request for a Further Purchase. If the Purchaser accepts any request for a Further Purchase, all Further Purchases shall take place in accordance with Sections 3.3 through 3.8 as if the number of Securities set forth in Section 3.3(a) were increased by the number of additional Securities which the Purchaser has agreed to purchase as a Further Purchase pursuant to this Section 3.9. Purchaser shall have a right of first refusal with respect to any bona fide offer to purchase up to $25,000,000 of equity capital (provided that Purchaser must respond to such offer within 30 days and if Purchaser does not accept such offer, the Company cannot raise such capital on terms materially less favorable to the Company without first offering the securities again to Purchaser).

Further Purchases. Provided that the Company has at ----------------- such time sold all Subsequent Purchases to the Purchaser, the Company may, at its option, request in writing on not less than thirty (30) Business Days' notice that the Purchaser purchase in the aggregate from the Company, in proportionate amounts and on terms otherwise identical to the terms of the securities set forth in Section 2.1., in addition to the Securities set forth in Section 2.1, up to an additional 13,333 11,667 shares of Class AA Preferred Stock, up to an additional 11,667 13,333 shares of Class AB Preferred Stock apportioned between Class ABI Preferred Stock and Class ABII Preferred Stock as set forth in Section 10.17, 10.17 and up to an additional 333,250 Warrants and up to an additional 1,904,762 Supplemental Warrants (a "Further Purchase"). The ---------------- Purchaser may, in its sole discretion accede to or refuse any such request for a Further Purchase. If the Purchaser accepts any request for a Further Purchase, all Further Purchases shall take place in accordance with Sections 3.3 through 3.8 as if the number of Securities set forth in Section 3.3(a) were increased by the number of additional Securities which the Purchaser has agreed to purchase as a Further Purchase pursuant to this Section 3.9. Purchaser shall have a right of first refusal with respect to any bona fide offer to purchase up to $25,000,000 of equity capital (provided that Purchaser must respond to such offer within 30 days and if Purchaser does not accept such offer, the Company cannot raise such capital on terms materially less favorable to the Company without first offering the securities again to Purchaser).

Further Purchases. Provided that the Company has at such time sold all Subsequent Purchases to the Purchaser, the Company may, at its option, request in writing on not less than thirty (30) Business Days' notice that the Purchaser purchase in the aggregate from the Company, in proportionate amounts and on terms otherwise identical to the terms of the securities set forth in Section 2.1., in addition to the Securities set forth in Section 2.1, up to an additional 13,333 11,667 shares of Class AA Preferred Stock, up to an additional 11,667 13,333 shares of Class AB Preferred Stock apportioned between Class ABI Preferred Stock and Class ABII Preferred Stock as set forth in Section 10.17, 10.17 and up to an additional 333,250 Warrants and up to an additional 1,904,762 Supplemental Warrants (a "Further Purchase"). The Purchaser ---------------- may, in its sole discretion accede to or refuse any such request for a Further Purchase. If the Purchaser accepts any request for a Further Purchase, all Further Purchases shall take place in accordance with Sections 3.3 through 3.8 as if the number of Securities set forth in Section 3.3(a) were increased by the number of additional Securities which the Purchaser has agreed to purchase as a Further Purchase pursuant to this Section 3.9. Purchaser shall have a right of first refusal with respect to any bona fide offer to purchase up to $25,000,000 of equity capital (provided that Purchaser must respond to such offer within 30 days and if Purchaser does not accept such offer, the Company cannot raise such capital on terms materially less favorable to the Company without first offering the securities again to Purchaser).

Further Purchases. Provided that the Company has at ----------------- such time sold all Subsequent Purchases to the Purchaser, the Company may, at its option, request in writing on not less than thirty (30) Business Days' notice that the Purchaser purchase in the aggregate from the Company, in proportionate amounts and on terms otherwise identical to the terms of the securities set forth in Section 2.1., in addition to the Securities set forth in Section 2.1, up to an additional 13,333 shares of Class AA Preferred Stock, up to an additional 11,667 shares of Class AB Preferred Stock apportioned between Class ABI Preferred Stock and Class ABII Preferred Stock as set forth in Section 10.17, up to an additional 333,250 Warrants and up to an additional 1,904,762 Supplemental Warrants (a "Further Purchase"). The Purchaser may, in its sole ---------------- discretion accede to or refuse any such request for a Further Purchase. If the Purchaser accepts any request for a Further Purchase, all Further Purchases shall take place in accordance with Sections 3.3 through 3.8 as if the number of Securities set forth in Section 3.3(a) were increased by the number of additional Securities which the Purchaser has agreed to purchase as a Further Purchase pursuant to this Section 3.9. Purchaser shall have a right of first refusal with respect to any bona fide offer to purchase up to $25,000,000 of equity capital (provided that Purchaser must respond to such offer within 30 days and if Purchaser does not accept such offer, the Company cannot raise such capital on terms materially less favorable to the Company without first offering the securities again to Purchaser).