OF
PAYMENT, OR (B) THE PRODUCT OF (X) THE EVENT EQUITY VALUE AND (Y) THE UNDERLYING
SHARES THEN ISSUABLE UPON CONVERSION OF SUCH SERIES B PREFERRED STOCK (INCLUDING
SUCH ACCRUED BUT UNPAID DIVIDENDS THEREON) (WITHOUT REGARD TO ANY LIMITATION ON
CONVERSION OR ISSUANCE OF SUCH SHARES), AND (II) WITH RESPECT TO ANY UNDERLYING
SHARES ISSUED TO SUCH HOLDER AND THEN BENEFICIALLY OWNED BY SUCH HOLDER, AT A
PRICE PER SHARE EQUAL TO THE EVENT EQUITY VALUE OF SUCH UNDERLYING SHARES.
IF A
HOLDER DELIVERS A REPURCHASE NOTICE PURSUANT TO THIS SECTION, THE COMPANY SHALL
PAY THE AGGREGATE REPURCHASE PRICE (TOGETHER WITH ANY OTHER PAYMENTS, EXPENSES
AND LIQUIDATED DAMAGES THEN DUE AND PAYABLE PURSUANT TO THE TRANSACTION
DOCUMENTS) TO SUCH HOLDER NO LATER THAN THE FIFTH TRADING DAY FOLLOWING THE DATE
OF DELIVERY OF THE REPURCHASE NOTICE, AND UPON RECEIPT THEREOF SUCH HOLDER SHALL
DELIVER ORIGINAL CERTIFICATES EVIDENCING THE SECURITIES SO REPURCHASED TO THE
COMPANY (TO THE EXTENT SUCH CERTIFICATES HAVE BEEN DELIVERED TO SUCH HOLDER).
NOTWITHSTANDING THE FOREGOING, (X) IMMEDIATELY UPON THE OCCURRENCE OF A
BANKRUPTCY EVENT, EACH HOLDER WILL AUTOMATICALLY BE DEEMED TO HAVE DELIVERED A
REPURCHASE NOTICE PURSUANT TO THIS SECTION AND WILL BE ENTITLED TO RECEIVE THE
CORRESPONDING REPURCHASE PRICE WITHOUT ANY FURTHER ACTION OR NOTICE TO THE
COMPANY, AND (Y) A HOLDER SHALL NOT BE PERMITTED TO DELIVER A REPURCHASE NOTICE
FOLLOWING RECEIPT OF A NOTICE FROM THE COMPANY OF THE CURE OF SUCH EVENT.
(G)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AFTER 60
CONSECUTIVE TRADING DAYS OF CONTINUOUS EFFECTIVENESS OF THE INITIAL REGISTRATION
STATEMENT FILED AND DECLARED EFFECTIVE PURSUANT TO THIS AGREEMENT, THE COMPANY
MAY, BY WRITTEN NOTICE TO THE PURCHASERS, SUSPEND SALES UNDER A REGISTRATION
STATEMENT AFTER THE EFFECTIVE DATE THEREOF AND/OR REQUIRE THAT THE PURCHASERS
IMMEDIATELY CEASE THE SALE OF SHARES OF COMMON STOCK PURSUANT THERETO AND/OR
DEFER THE FILING OF ANY SUBSEQUENT REGISTRATION STATEMENT IF THE COMPANY IS
ENGAGED IN A MATERIAL MERGER, ACQUISITION, SALE OR FINANCING OR IS IN POSSESSION
OF OTHER MATERIAL NONPUBLIC INFORMATION AND THE BOARD OF DIRECTORS DETERMINES IN
GOOD FAITH, BY APPROPRIATE RESOLUTIONS, THAT, AS A RESULT OF SUCH ACTIVITY OR
INFORMATION, (A) (X) IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY (OTHER
THAN AS RELATING SOLELY TO THE PRICE OF THE COMMON STOCK) TO FILE A REGISTRATION
STATEMENT AT SUCH TIME AND (Y) IT IS IN THE BEST INTERESTS OF THE COMPANY TO
DEFER PROCEEDING WITH SUCH REGISTRATION AT SUCH TIME, OR (B) IT WOULD BE
MATERIALLY DETRIMENTAL TO THE COMPANY (OTHER THAN AS RELATING SOLELY TO THE
PRICE OF THE COMMON STOCK) TO AMEND OR SUPPLEMENT AN EFFECTIVE REGISTRATION
STATEMENT OR THE RELATED PROSPECTUS TO DISCLOSE SUCH ACTIVITY OR INFORMATION, AS
APPLICABLE.
UPON RECEIPT OF SUCH NOTICE, EACH PURCHASER SHALL IMMEDIATELY
DISCONTINUE ANY SALES OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION
UNTIL SUCH PURCHASER HAS RECEIVED COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS
OR UNTIL SUCH PURCHASER IS ADVISED IN WRITING BY THE COMPANY THAT THE
THEN-CURRENT PROSPECTUS MAY BE USED AND HAS