ASK PRICES, RESPECTIVELY, OF ANY MARKET MAKERS FOR SUCH SECURITY
AS REPORTED IN THE "PINK SHEETS" BY PINK SHEETS LLC (FORMERLY THE NATIONAL
QUOTATION BUREAU, INC.).
IF THE CLOSING BID PRICE OR THE CLOSING SALE PRICE
CANNOT BE CALCULATED FOR A SECURITY ON A PARTICULAR DATE ON ANY OF THE FOREGOING
BASES, THE CLOSING BID PRICE OR THE CLOSING SALE PRICE, AS THE CASE MAY BE, OF
SUCH SECURITY ON SUCH DATE SHALL BE THE FAIR MARKET VALUE AS MUTUALLY DETERMINED
BY THE COMPANY AND THE HOLDER.
IF THE COMPANY AND THE HOLDER ARE UNABLE TO
AGREE UPON THE FAIR MARKET VALUE OF SUCH SECURITY, THEN SUCH DISPUTE SHALL BE
RESOLVED PURSUANT TO SECTION 24.
ALL SUCH DETERMINATIONS TO BE APPROPRIATELY
ADJUSTED FOR ANY STOCK DIVIDEND, STOCK SPLIT, STOCK COMBINATION,
RECLASSIFICATION OR SIMILAR TRANSACTION DURING THE APPLICABLE CALCULATION
PERIOD.
(G)
"CLOSING DATE" SHALL HAVE THE MEANING SET FORTH IN THE SECURITIES
PURCHASE AGREEMENT, WHICH DATE IS THE DATE THE COMPANY INITIALLY ISSUED NOTES
PURSUANT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT.
(H)
"COMMON STOCK DEEMED OUTSTANDING" MEANS, AT ANY GIVEN TIME, THE
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT SUCH TIME, PLUS THE NUMBER OF
SHARES OF COMMON STOCK DEEMED TO BE OUTSTANDING PURSUANT TO SECTIONS 7(A)(I) AND
7(A)(II) HEREOF REGARDLESS OF WHETHER THE OPTIONS OR CONVERTIBLE SECURITIES ARE
ACTUALLY EXERCISABLE AT SUCH TIME, BUT EXCLUDING ANY COMMON STOCK OWNED OR HELD
BY OR FOR THE ACCOUNT OF THE COMPANY OR ISSUABLE UPON CONVERSION OF THE NOTES.
(I)
"CONTINGENT OBLIGATION" MEANS, AS TO ANY PERSON, ANY DIRECT OR
INDIRECT LIABILITY, CONTINGENT OR OTHERWISE, OF THAT PERSON WITH RESPECT TO ANY
INDEBTEDNESS, LEASE, DIVIDEND OR OTHER OBLIGATION OF ANOTHER PERSON IF THE
PRIMARY PURPOSE OR INTENT OF THE PERSON INCURRING SUCH LIABILITY, OR THE PRIMARY
EFFECT THEREOF, IS TO PROVIDE ASSURANCE TO THE OBLIGEE OF SUCH LIABILITY THAT
SUCH LIABILITY WILL BE PAID OR DISCHARGED, OR THAT ANY AGREEMENTS RELATING
THERETO WILL BE COMPLIED WITH, OR THAT THE HOLDERS OF SUCH LIABILITY WILL BE
PROTECTED (IN WHOLE OR IN PART) AGAINST LOSS WITH RESPECT THERETO.
(J)
"CONVERTIBLE SECURITIES" MEANS ANY STOCK OR SECURITIES (OTHER
THAN OPTIONS) DIRECTLY OR INDIRECTLY CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR COMMON STOCK.
(K)
"ELIGIBLE MARKET" MEANS THE PRINCIPAL MARKET, THE NEW YORK STOCK
EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, THE NASDAQ GLOBAL SELECT MARKET, OR
THE NASDAQ CAPITAL MARKET.
(L)
"EQUITY CONDITIONS" MEANS THAT EACH OF THE FOLLOWING CONDITIONS
IS SATISFIED:
(I) ON EACH DAY DURING THE PERIOD BEGINNING SIX (6) MONTH PRIOR
TO THE APPLICABLE DATE OF DETERMINATION AND ENDING ON AND INCLUDING THE
APPLICABLE DATE OF DETERMINATION (THE "EQUITY CONDITIONS MEASURING PERIOD"),
EITHER (X) THE REGISTRATION STATEMENT FILED PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT SHALL BE EFFECTIVE AND AVAILABLE FOR THE RESALE OF ALL REMAINING
REGISTRABLE SECURITIES IN ACCORDANCE WITH THE TERMS OF THE REGISTRATION RIGHTS
AGREEMENT AND THERE SHALL NOT HAVE BEEN ANY GRACE PERIODS (AS DEFINED IN THE
REGISTRATION RIGHTS AGREEMENT) OR (Y) ALL SHARES OF COMMON STOCK ISSUABLE