SERIES B PREFERRED STOCK AND THE COMMON STOCK PURCHASE WARRANTS.
6.
STOCKHOLDER APPROVAL.
THE COMPANY SHALL PROVIDE EACH STOCKHOLDER ENTITLED TO
VOTE AT A SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY (THE "STOCKHOLDER
MEETING"), WHICH SHALL BE PROMPTLY CALLED AND HELD NOT LATER THAN 90 CALENDAR
DAYS FROM THE DATE HEREOF, A PROXY
STATEMENT MEETING THE REQUIREMENTS OF SECTION 14 OF THE EXCHANGE ACT AND THE
RELATED RULES AND REGULATIONS THEREUNDER PROMULGATED BY THE COMMISSION ("PROXY
STATEMENT") SOLICITING EACH SUCH STOCKHOLDER'S AFFIRMATIVE VOTE AT THE
STOCKHOLDER MEETING FOR APPROVAL OF RESOLUTIONS APPROVING THE COMPANY'S ISSUANCE
OF THE WARRANT SECURITIES AND ANY SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON
CONVERSION OF THE SERIES A PREFERRED STOCK AND EXERCISE OF THE COMMON STOCK
PURCHASE WARRANTS AND ANY OTHER SECURITIES ISSUABLE PURSUANT TO THE CERTIFICATE
OF DESIGNATION AND THE SERIES B CERTIFICATE OF DESIGNATION AND ALL THE OTHER
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, INCREASE IN THE SIZE OF THE BOARD OF DIRECTORS
AS NECESSARY TO ELECT THE SERIES B DIRECTOR (AS DEFINED IN THE REGISTRATION
RIGHTS AGREEMENT)) (THE "STOCKHOLDER APPROVAL") IN ACCORDANCE WITH LAW AND THE
RULES AND REGULATIONS OF THE NASDAQ GLOBAL MARKET (OR ANY OTHER APPLICABLE
TRADING MARKET) AND THE DELAWARE GENERAL CORPORATION LAW, AND THE COMPANY SHALL
USE ITS REASONABLE BEST EFFORTS TO SOLICIT ITS STOCKHOLDERS' APPROVAL OF SUCH
RESOLUTIONS AND TO CAUSE THE BOARD OF DIRECTORS OF THE COMPANY TO RECOMMEND TO
THE STOCKHOLDERS THAT THEY APPROVE SUCH RESOLUTIONS.
THE PROXY STATEMENT SHALL
BE IN A FORM REASONABLY ACCEPTABLE TO THE HOLDERS AND ACCORDINGLY, THE COMPANY
SHALL PROVIDE THE LEGAL COUNSEL (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) WITH REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON THE PROXY
STATEMENT.
THE COMPANY SHALL KEEP THE HOLDERS APPRISED OF THE STATUS OF MATTERS RELATING TO
THE PROXY STATEMENT AND THE STOCKHOLDER MEETING, INCLUDING PROMPTLY FURNISHING
THE HOLDERS AND THEIR COUNSEL WITH COPIES OF NOTICES OR OTHER COMMUNICATIONS
RELATED TO THE PROXY STATEMENT, THE STOCKHOLDER MEETING OR THE TRANSACTIONS
CONTEMPLATED HEREBY RECEIVED BY THE COMPANY FROM THE COMMISSION OR THE NASDAQ
GLOBAL MARKET.
7.
OPERATION OF BUSINESS.
DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT UNTIL
THE EXPIRY TIME, EXCEPT AS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS, THE COMPANY SHALL CARRY ON ITS BUSINESS IN THE ORDINARY COURSE IN
SUBSTANTIALLY THE SAME MANNER AS HERETOFORE CONDUCTED AND, TO THE EXTENT
CONSISTENT WITH SUCH BUSINESS, USE ITS COMMERCIALLY REASONABLE EFFORTS
CONSISTENT WITH PAST PRACTICE AND POLICIES TO PRESERVE INTACT ITS PRESENT
BUSINESS ORGANIZATIONS, KEEP AVAILABLE THE SERVICES OF ITS PRESENT OFFICERS,
CONSULTANTS AND EMPLOYEES AND PRESERVE ITS RELATIONSHIPS WITH CUSTOMERS,
SUPPLIERS AND OTHERS HAVING BUSINESS DEALINGS WITH IT.
8.
NON-SOLICITATION.
(A)
DURING THE PERIOD FROM THE DATE OF THIS
AGREEMENT UNTIL THE FIRST DAY FOLLOWING
THE STOCKHOLDER MEETING IN WHICH A VOTE
OF THE STOCKHOLDERS OF THE COMPANY TAKES PLACE FOR THE STOCKHOLDER APPROVAL,
WITHOUT THE CONSENT OF EACH OF THE HOLDERS, THE COMPANY SHALL NOT TAKE, CAUSE OR
PERMIT (AND