SHALL USE ITS BEST EFFORTS TO ENSURE THAT NONE OF ITS OFFICERS,
DIRECTORS, AGENTS OR REPRESENTATIVES TAKES, CAUSES OR PERMITS) ANY PERSON TO
TAKE, DIRECTLY OR INDIRECTLY, ANY OF THE FOLLOWING ACTIONS WITH ANY THIRD
PARTY:
(I) SOLICIT, KNOWINGLY ENCOURAGE, INITIATE OR PARTICIPATE IN ANY
NEGOTIATIONS, INQUIRIES OR DISCUSSIONS WITH RESPECT TO ANY OFFER OR PROPOSAL
(INCLUDING, WITHOUT LIMITATION, FROM ANY THIRD PARTIES) TO ACQUIRE ANY CAPITAL
STOCK OF THE COMPANY (INCLUDING ANY SECURITIES CONVERTIBLE INTO OR EXERCISABLE
OR EXCHANGEABLE FOR SUCH CAPITAL STOCK) FOR CAPITAL RAISING PURPOSES (AN
"ALTERNATIVE PROPOSAL"), (II) DISCLOSE, IN CONNECTION WITH AN ALTERNATIVE
PROPOSAL, ANY NONPUBLIC INFORMATION CONCERNING COMPANY'S BUSINESS OR PROPERTIES
OR AFFORD TO ANY THIRD PARTY ACCESS TO ITS PROPERTIES, BOOKS OR RECORDS, EXCEPT
IN THE ORDINARY COURSE OF BUSINESS AND AS REQUIRED BY LAW OR PURSUANT TO A
GOVERNMENTAL REQUEST FOR INFORMATION, (III) ENTER
INTO OR EXECUTE ANY AGREEMENT PROVIDING FOR AN ALTERNATIVE PROPOSAL OR (IV) MAKE
OR AUTHORIZE ANY PUBLIC STATEMENT, RECOMMENDATION OR SOLICITATION IN SUPPORT OF
ANY ALTERNATIVE PROPOSAL OR ANY OFFER OR PROPOSAL RELATING TO AN ALTERNATIVE
PROPOSAL.
(B)
IN THE EVENT THAT THE COMPANY IS CONTACTED
BY ANY THIRD PARTY EXPRESSING AN INTEREST IN DISCUSSING AN ALTERNATIVE PROPOSAL,
THE COMPANY WILL PROMPTLY, BUT IN NO EVENT LATER THAN TWENTY-FOUR (24) HOURS
FOLLOWING THE COMPANY'S KNOWLEDGE OF SUCH CONTACT, NOTIFY THE HOLDERS IN WRITING
OF SUCH CONTACT AND THE IDENTITY OF THE THIRD PARTY SO CONTACTING THE COMPANY
AND SHALL PROMPTLY, BUT IN NO EVENT LATER THAN TWENTY-FOUR (24) HOURS, ADVISE
THE HOLDERS OF ANY MATERIAL MODIFICATION OR PROPOSED MODIFICATION THERETO.
9.
INTEGRATION.
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON
ACTING ON ITS OR THEIR BEHALF SHALL SELL, OFFER FOR SALE OR SOLICIT OFFERS TO
BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS DEFINED IN SECTION 2
OF THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE
WARRANT SECURITIES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION UNDER THE
SECURITIES ACT OF THE SALE OF THE WARRANT SECURITIES TO THE HOLDERS OR THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE WARRANT SECURITIES FOR
PURPOSES OF THE RULES AND REGULATIONS OF ANY TRADING MARKET.
10.
CONVERSION AND EXERCISE PROCEDURES.
THE FORM OF NOTICE OF EXERCISE INCLUDED IN
THIS AGREEMENT, THE WARRANT CERTIFICATE AND THE COMMON STOCK PURCHASE WARRANTS
AND THE FORM OF NOTICE OF CONVERSION INCLUDED IN THE SERIES B CERTIFICATE OF
DESIGNATION SET FORTH THE TOTALITY OF THE PROCEDURES REQUIRED OF A HOLDER IN
ORDER TO EXERCISE THE UNIT WARRANTS AND THE COMMON STOCK PURCHASE WARRANTS OR
CONVERT THE SERIES B PREFERRED STOCK.
NO ADDITIONAL LEGAL OPINION OR OTHER
INFORMATION OR INSTRUCTIONS SHALL BE REQUIRED OF SUCH HOLDER TO EXERCISE THEIR
UNIT WARRANTS OR COMMON STOCK PURCHASE WARRANTS OR CONVERT THEIR SERIES B
PREFERRED STOCK.
THE COMPANY SHALL HONOR EXERCISES OF THE UNIT WARRANTS AND
COMMON STOCK PURCHASE WARRANTS AND CONVERSIONS OF THE SERIES B PREFERRED STOCK
AND SHALL DELIVER SERIES B UNDERLYING SHARES