BY THE COMPANY AND OUTSTANDING ON THE DATE PRIOR
TO DATE OF THIS AGREEMENT, PROVIDED THAT THE TERMS OF SUCH OPTION, WARRANT OR
CONVERTIBLE SECURITY ARE NOT AMENDED OR OTHERWISE MODIFIED ON OR AFTER THE DATE
OF THIS AGREEMENT, AND PROVIDED THAT THE EXERCISE OR CONVERSION PRICE IS NOT
REDUCED, ADJUSTED OR OTHERWISE MODIFIED AND THE NUMBER OF SHARES OF COMMON STOCK
ISSUED OR ISSUABLE IS NOT INCREASED (WHETHER BY OPERATION OF, OR IN ACCORDANCE
WITH, THE RELEVANT GOVERNING DOCUMENTS OR OTHERWISE) ON OR AFTER THE DATE OF
THIS AGREEMENT.
(L)
NEITHER THE BUYER(S) NOR ANY OF ITS AFFILIATES HAVE AN OPEN SHORT
POSITION IN THE COMMON STOCK OF THE COMPANY, AND THE BUYER(S) AGREES THAT IT
SHALL NOT, AND THAT IT WILL CAUSE ITS AFFILIATES NOT TO, ENGAGE IN ANY SHORT
SALES OF OR HEDGING TRANSACTIONS WITH RESPECT TO THE COMMON STOCK AS LONG AS ANY
NOTES SHALL REMAIN OUTSTANDING.
(M)
RIGHTS OF FIRST REFUSAL.
SO LONG AS ANY PORTION OF NOTES ARE
OUTSTANDING, IF THE COMPANY INTENDS TO RAISE ADDITIONAL CAPITAL BY THE ISSUANCE
OR SALE OF CAPITAL STOCK OF THE COMPANY, INCLUDING WITHOUT LIMITATION SHARES OF
ANY CLASS OF COMMON STOCK, ANY CLASS OF PREFERRED STOCK, OPTIONS, WARRANTS OR
ANY OTHER SECURITIES CONVERTIBLE OR EXERCISABLE INTO SHARES OF COMMON STOCK
(WHETHER THE OFFERING IS CONDUCTED BY THE COMPANY, UNDERWRITER, PLACEMENT AGENT
OR ANY THIRD PARTY) THE COMPANY SHALL BE OBLIGATED TO OFFER TO THE BUYERS SUCH
ISSUANCE OR SALE OF CAPITAL STOCK, BY PROVIDING IN WRITING THE PRINCIPAL AMOUNT
OF CAPITAL IT INTENDS TO RAISE AND OUTLINE OF THE MATERIAL TERMS OF SUCH CAPITAL
RAISE, PRIOR TO THE OFFERING SUCH ISSUANCE
OR SALE OF CAPITAL STOCK TO ANY THIRD PARTIES INCLUDING, BUT NOT LIMITED TO,
CURRENT OR FORMER OFFICERS OR DIRECTORS, CURRENT OR FORMER SHAREHOLDERS AND/OR
INVESTORS OF THE OBLIGOR, UNDERWRITERS, BROKERS, AGENTS OR OTHER THIRD PARTIES.
THE BUYERS SHALL HAVE TEN (10) BUSINESS DAYS FROM RECEIPT OF SUCH NOTICE OF THE
SALE OR ISSUANCE OF CAPITAL STOCK TO ACCEPT OR REJECT ALL OR A PORTION OF SUCH
CAPITAL RAISING OFFER.
(N)
LOCKUP AGREEMENTS.
ON THE DATE HEREOF, THE COMPANY SHALL OBTAIN
FROM EACH OFFICER AND DIRECTOR A LOCKUP AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT C.
(O)
ADDITIONAL REGISTRATION STATEMENTS.
UNTIL THE EFFECTIVE DATE OF
THE INITIAL REGISTRATION STATEMENT, THE COMPANY WILL NOT FILE A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT RELATING TO SECURITIES THAT ARE NOT THE
SECURITIES.
(P)
REVIEW OF PUBLIC DISCLOSURES.
ALL SEC FILINGS (INCLUDING, WITHOUT
LIMITATION, ALL FILINGS REQUIRED UNDER THE EXCHANGE ACT, WHICH INCLUDE FORMS
10-Q AND 10-QSB, 10-K AND 10K-SB, 8-K, ETC) AND OTHER PUBLIC DISCLOSURES MADE BY
THE COMPANY, INCLUDING, WITHOUT LIMITATION, ALL PRESS RELEASES, INVESTOR
RELATIONS MATERIALS, AND SCRIPTS OF ANALYSTS MEETINGS AND CALLS, SHALL BE
REVIEWED AND APPROVED FOR RELEASE BY THE COMPANY'S ATTORNEYS AND, IF CONTAINING
FINANCIAL INFORMATION, THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
(Q)
DISCLOSURE OF TRANSACTION.
WITHIN FOUR BUSINESS DAY FOLLOWING THE
DATE OF THIS AGREEMENT, THE COMPANY SHALL FILE A CURRENT