Common use of Future Financings Clause in Contracts

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security"), if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock are outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof (a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached to

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the CompanyCompany prior to the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; or (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock Securities are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock Securities as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Per Share Market Value (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Securities held by such Purchaser relative to the aggregate principal amount of Securities outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of the then outstanding principal amount of, and any dividends owing on, such Purchaser's Securities (valued at the greater of the Conversion Price or the Average Per Share Market Price (as such terms are defined in the Certificate of Designation) on the date of the Future Financing Notice). In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Trading Days period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount of the outstanding Securities such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future

Future Financings. a. As long as shares of the Preferred Stock any Debentures are outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock are outstanding at (a) ------------ an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of DesignationDebenture) of the shares of Preferred Stock Debentures as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Debenture) on the date of such issuance or sale (either of (a) or (b) a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. ---------------- (New York time) on or before the third (3rd3/rd/) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future ------ Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser ---------------- shall have the pro rata right (based on the principal amount of the Debentures held by such Purchaser relative to the aggregate principal amount of Debentures outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities for an aggregate purchase price which shall not exceed the sum of fifty percent (50%) of the amount of proceeds that will be raised in such Future Financing, not to exceed the lesser of (i) $8,000,000 or (ii) the outstanding principal amount of, and interest owing on, such Purchaser's Debenture. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5/th/)Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Trading Days period following delivery of such new notice to purchase its

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the CompanyCompany prior to the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition (including earn-out payments funded with stock, which payments are set forth on SCHEDULE 3.9 hereof) by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person Person; (v) the issuance of any securities (including, but not limited to, subordinated debt, preferred stock or (viiwarrants) shares of Common Stock issued upon conversion of the Series A Preferred Stock to General Electric Capital Corporation or its affiliates (collectively, "GE") in connection with certain financing currently being negotiated by the "Excluded Security"Company and GE (which negotiation has not been finalized as of the Closing Date); or (vi) securities to be issued by the Company or selling stockholders in connection with a public offering by the Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New SecurityNEW SECURITY") while any shares of Preferred Stock Securities are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock Securities as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Down Future FinancingFUTURE FINANCING"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "FUTURE FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Securities held by such Purchaser relative to the aggregate principal amount of Securities outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of (i) the number of shares of Common Stock issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the outstanding Warrants. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th)Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Trading Days period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount of the outstanding Securities such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. In the event one or more Purchasers elects not to exercise its rights granted hereby, the Company shall permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a pro rata basis equal to its percentage ownership of the then outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring to

Future Financings. a. As long as Until the earlier to occur of (i) the date that the Purchasers (collectively) own less than 850,000 shares of the Preferred Company's Common Stock are outstanding(or shares exercisable or exchangeable for or convertible into shares of the Company's Common Stock) or (ii) August 24, 2001, and except for the issuance of (i) issuance of the Underlying Shares; , (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan (as such plan may be amended from time to time) which has been approved by the Board of Directors of the CompanyCompany prior to the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; , (iii) shares of Common Stock issuable upon the exercise of any options options, warrants, convertible securities or warrants debentures outstanding on the date hereof and listed included in Schedule 2.1(cSCHEDULE 2.1(C) hereto; , (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person Person, or (viiv) shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock issued upon conversion of in an offering registered under the Series A Preferred Stock (collectively, the "Excluded Security")Securities Act, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New NEW Security") while any shares of Preferred Stock Shares are outstanding at an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof $4.50 (a "Down Future FinancingFUTURE FINANCING"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) business day after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "FUTURE FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the number of Shares then held by such Purchaser relative to the number of Shares issued pursuant to this Agreement) to purchase, on the same terms and conditions as the Future Financing, an amount of New Securities having a per share purchase price equal to the per share purchase price paid in the Future Financing. In the event a Purchaser desires to exercise the right granted under this Section 3.16, such Purchaser must notify the Company on or prior to the fifth (5th) business day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) business day period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the number of Shares then outstanding that such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. Those Purchasers desiring to purchase additional shares of Common Stock must notify the Company of their intention to do so within five (5) business days after the Company has informed the Purchasers of their right to purchase additional shares of Common Stock. Within five (5) business days of the termination of the final notice period, the transactions contemplated by this Section 3.16 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at the closing of such sale.

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the CompanyCompany prior to the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued an Underwritten Offering (as defined in a transaction registered under the Securities ActRegistration Rights Agreement) occurring before December 31, 2000; or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the purchase price of the shares of Preferred Stock held by such Purchaser relative to the aggregate purchase price of shares of

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any contract, plan or agreement which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; or (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock Debentures are outstanding at (a) an ------------ effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than an amount equal to the Conversion Price (as defined in the Certificate of DesignationDebentures) of the shares of Preferred Stock Debentures as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Debentures) on the date of such issuance or sale (either of (a) or (b), a "Down Future Financing"), the Company shall provide to the ---------------- Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future ----------------------- Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Debentures held by such Purchaser relative to the aggregate principal amount of Debentures outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of (i) the then outstanding principal amount of and any interest owing on such Purchaser's Debenture and (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the outstanding Warrants; provided, however, that thirty (30) Trading Days after the effectiveness of the Initial Registration Statement (as defined in the Registration Rights Agreement) and for so long as all registration statements required under the Registration Rights Agreement are effective, the Purchasers, in the aggregate, shall be entitled to purchase up to one-half of the total amount of New Securities being offered pursuant to such Future Financing Notice. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a

Future Financings. a. As long as shares Except for issuance of the Preferred Stock are outstanding, except for (i) issuance of the Underlying Shares; , (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; , (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule SCHEDULE 2.1(c) hereto; , (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person Person, (v) shares of Common Stock issuable pursuant to any event for which an adjustment to the Conversion Price is required pursuant to Section 4.5 of the Debenture, (vi) any other shares of Common Stock issued for which the Company receives no consideration, or (vii) shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock issued upon conversion of in an offering registered under the Series A Preferred Stock (collectively, the "Excluded Security")Securities Act, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New SecurityNEW SECURITY") while any shares of Preferred Stock Debentures are outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof (a "Down Future FinancingFUTURE FINANCING"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "FUTURE FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Debentures held by such Purchaser relative to the aggregate principal amount of Debentures outstanding) to purchase, on the same terms as the Future Financing, that percentage of the New Securities equal to (i) the sum of (x) the number of shares of Common Stock which may be purchased upon conversion by the amount of the then outstanding principal amount of such Purchaser's Security plus (y) the number of shares of Common Stock underlying the Purchaser's outstanding Warrants divided by (ii) the aggregate number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of the New Securities. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the two (2) Trading Day period following delivery of such new notice to purchase its pro rata share (in accordance with the terms hereof) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. Those Purchasers desiring to purchase additional shares of Common Stock must notify the Company of their intention to do so within five (5) Trading Days after the Company has informed the Purchasers of their right to purchase additional shares of Common Stock. Within five (5) Trading Days of the termination of the final notice period, the transactions contemplated by this Section 3.9 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at the closing of such sale; PROVIDED, HOWEVER, that each Purchaser, in lieu of providing cash as consideration for the purchase price, may retire all or a portion of the outstanding principal amount of and any interest owing on the Debentures as

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) those transactions contemplated by the Company and Rose Xxxx Xxxital Management, L.P. and certain other investors pursuant to which the Company intends to complete a private placement of Common Stock (as described in Schedule 2.1(c) hereto); (ii) issuance of the Underlying Shares; (iiiii) shares of Common Stock deemed to have been issued by the Company in connection with any contract, plan or agreement which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iiiiv) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares of Common Stock issued or deemed to have been issued in a transaction registered under the Securities ActStrategic Venture (as defined below); or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")person, if the Company agrees to issue shares Securities prior to the first anniversary of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock are outstanding Tranche A Closing Date at an effective price per share which is of less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than an amount equal to the Conversion Price (as defined in the Certificate of DesignationDebentures) of the shares of Preferred Stock Debentures as of the date thereof hereof and Debentures are still then outstanding (a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security Securities has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right to purchase, on the same terms as the Future Financing, an amount of Securities not to exceed the sum of (i) the number of Securities which may be purchased by the amount of the then outstanding principal amount of and any interest owing on such Purchaser's Debenture and (ii) the number of Securities which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the Warrant. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after the Purchaser has received the Future Financing Notice. In the event one or more Purchasers elects not to exercise its rights granted hereby, the Company shall permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a basis equal to its percentage ownership of the then aggregate outstanding principal of the Debentures, the sum of the number of Securities that the other Purchaser(s) were eligible to Purchase, if they had exercised their right hereunder. Those Purchasers desiring to purchase additional Securities must notify the Company of their intention to do so within three (3) Trading Days after the Company has informed the Purchasers of their right to purchase additional Securities. Within five (5) Trading Days of the termination of the final notice period, the transactions contemplated by this Section 3.9 shall close and the Company shall tender to each Purchaser certificates representing that number of the Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in

Future Financings. a. As long as shares of the Preferred Stock are ------------------ outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock are ------------- outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof (a "Down Future ------ Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York --------- time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financingexhibit 10.1, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached topage 15

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the CompanyCompany prior to the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; or (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock Securities are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock Securities as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Per Share Market Value (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Down Future Financing"), the Company shall provide to the Purchasers Purchaser by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, the Purchaser shall have the right to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of the then outstanding principal amount of the Purchaser's Securities (valued at the greater of the Conversion Price or the Average Per Share Market Price (as such terms are defined in the Certificate of Designation) on the date of the Future Financing Notice). In the event the Purchaser desires to exercise the right granted under this Section 3.9, the Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after the Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to the Purchaser describing the amended terms and conditions of the proposed Future Financing and the Purchaser thereafter shall have an option during the five (5) Trading Days period following delivery of such new notice to purchase New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. If the Purchaser desires to purchase additional shares of Common Stock, it must notify the Company of its intention to do so within five (5) Trading Days after the Company has informed the Purchaser of its right to purchase additional shares of Common Stock. Within five (5) Trading Days of the termination of the final notice period, the transactions contemplated by this Section 3.9 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to the Purchaser certificates representing the New Securities that it agreed to purchase and the Purchaser shall make payment for the entire purchase price in immediately available funds at the closing of such sale. "

Future Financings. a. As long From the date hereof until 90 days after ----------------- the Effective Date, other than as shares contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the Preferred contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock are outstandingis suspended by any Principal Market, except or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for (i) issuance the resale of the Underlying Shares; . Notwithstanding anything to the contrary herein, this Section 4.9 shall not apply to the following (iieach of which, an "Exempt Transaction"): (a) shares the granting of Common Stock deemed options to have been employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with any plan which has been approved by the Board offer and sale of Directors of the Company, pursuant to which the this Company's securities may be pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to any employeeraise capital, officeror (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, director for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or consultant (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the Company; (iii) shares of Common Stock issuable upon so issued are valued at or above the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a divisionthen market price, assets or business (or stock constituting any portion thereof) from another Person or (viii) shares any transaction involving the issuance of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security"), if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for warrants to acquire Common Stock (the "New Security") while any shares of Preferred Stock are outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change if in connection with the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price of and if the Common Stock) than options, if any, have an exercise price at or above the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof (a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached tothen market price.

Future Financings. a. As long as shares of the Preferred Stock are outstanding, except Except for (i) those transactions contemplated by the Company and Rose Xxxx Xxxital Management, L.P. and certain other investors pursuant to which the Company intends to complete a private placement of Common Stock (as described in Schedule 2.1(c) hereto); (ii) issuance of the Underlying Shares; (iiiii) shares of Common Stock deemed to have been issued by the Company in connection with any contract, plan or agreement which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iiiiv) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares of Common Stock issued or deemed to have been issued in a transaction registered under the Securities ActStrategic Venture (as defined below); or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")person, if the Company agrees to issue shares Securities prior to the first anniversary of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any shares of Preferred Stock are outstanding Tranche A Closing Date at an effective price per share which is of less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than an amount equal to the Conversion Price (as defined in the Certificate of DesignationDebentures) of the shares of Preferred Stock Debentures as of the date thereof hereof and Debentures are still then outstanding (a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security Securities has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right to purchase, on the same terms as the Future Financing, an amount of Securities not to exceed the sum of (i) the number of Securities which may be purchased by the amount of the then outstanding principal amount of and any interest owing on such Purchaser's Debenture and (ii) the number of Securities which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the Warrant. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after the Purchaser has received the Future Financing Notice. In the event one or more Purchasers elects not to exercise its rights granted hereby, the Company shall permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a basis equal to its percentage ownership of the then aggregate outstanding principal of the Debentures, the sum of the number of Securities that the other Purchaser(s) were eligible to

Future Financings. a. As long as shares of the Preferred Stock any Shares are outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iiiii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; or (iv) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (viiii) shares of Common Stock issued in connection with the Company's merger transactions with Insurdata Incorporated, Provident or deemed to have been issued as consideration for an acquisition by the Company a subsidiary of a division, assets or business (or stock constituting any portion thereof) from another Person or (vii) shares of Common Stock issued upon conversion of the Series A Preferred Stock (collectively, the "Excluded Security")Provident, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (any of (i), (ii) or (iii), the "New Security") while any shares of Preferred Stock are outstanding at an effective price per share of Common Stock which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock as of the date thereof $15.00 per share (a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Business Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Down Future Financing shall be effected, and attached toto which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Shares held by such Purchaser relative to the aggregate principal amount of Shares purchased hereunder) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the aggregate investment by such Purchaser hereunder. In the event a Purchaser desires to exercise the right granted under this Section 3.15, such Purchaser must notify the Company on or prior to the fifth (5th) Business Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Business Days period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount such Purchaser's investment hereunder) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. At the closing for such Future Financing, the transactions contemplated by this Section 3.15 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at the closing of such sale.