SUBSTANTIALLY SIMILAR TO THOSE CONTAINED IN THIS SECTION 3(L); OR
(VI) THE PURCHASE OR SALE OF THE COMPANY'S SECURITIES PURSUANT TO A PLAN,
CONTRACT OR INSTRUCTION THAT SATISFIES ALL OF THE REQUIREMENTS OF RULE
10B5-1(C)(1)(I)(B) THAT WAS IN EFFECT PRIOR TO THE DATE HEREOF (INCLUDING
REINSTATEMENT OF THE RULE 10B5-1(C) CONTRACT THAT HAD BEEN IN EFFECT FOR MR.
CHRISTOPHER J. CALHOUN PRIOR TO THE DATE HEREOF).
NOTWITHSTANDING THE
FOREGOING, FOR THE PURPOSE OF ALLOWING THE PLACEMENT AGENT TO COMPLY WITH NASD
RULE 2711(F)(4), IF (1) DURING THE LAST 17 DAYS OF THE LOCK-UP PERIOD, THE
COMPANY RELEASES EARNINGS RESULTS OR PUBLICLY ANNOUNCES OTHER MATERIAL NEWS OR A
MATERIAL EVENT RELATING TO THE COMPANY OCCURS OR (2) PRIOR TO THE EXPIRATION OF
THE LOCK-UP PERIOD, THE COMPANY ANNOUNCES THAT IT WILL RELEASE EARNINGS RESULTS
DURING THE 16 DAY PERIOD BEGINNING ON THE LAST DAY OF THE LOCK-UP PERIOD, THEN
IN EACH CASE THE LOCK-UP PERIOD WILL BE EXTENDED UNTIL THE EXPIRATION OF THE 18
DAY PERIOD BEGINNING ON THE DATE OF RELEASE OF THE EARNINGS RESULTS OR THE
PUBLIC ANNOUNCEMENT REGARDING THE MATERIAL NEWS OR THE OCCURRENCE OF THE
MATERIAL EVENT, AS APPLICABLE, UNLESS THE PLACEMENT AGENT WAIVES, IN WRITING,
SUCH EXTENSION.
THE COMPANY AGREES NOT TO ACCELERATE THE VESTING OF ANY OPTION
OR WARRANT OR THE LAPSE OF ANY REPURCHASE RIGHT PRIOR TO THE EXPIRATION OF THE
LOCK-UP PERIOD.
(M)
LOCK-UP AGREEMENTS.
THE COMPANY WILL CAUSE EACH OF ITS EXECUTIVE
OFFICERS AND DIRECTORS WHOSE NAMES ARE SET FORTH ON EXHIBIT C HERETO TO FURNISH
TO THE PLACEMENT AGENT, ON THE DATE HEREOF, A LETTER, SUBSTANTIALLY IN THE FORM
OF EXHIBIT B HERETO (THE "LOCK-UP AGREEMENT").
THE COMPANY WILL ENFORCE THE
TERMS OF EACH LOCK-UP AGREEMENT AND ISSUE STOP TRANSFER INSTRUCTIONS TO THE
TRANSFER AGENT FOR THE COMMON STOCK WITH RESPECT TO ANY TRANSACTION OR
CONTEMPLATED TRANSACTION THAT WOULD CONSTITUTE A BREACH OR DEFAULT UNDER THE
APPLICABLE LOCK-UP AGREEMENT.
(N)
PUBLIC COMMUNICATIONS.
PRIOR TO THE CLOSING DATE, THE COMPANY
WILL NOT ISSUE ANY PRESS RELEASE OR OTHER COMMUNICATION DIRECTLY OR INDIRECTLY
OR HOLD ANY PRESS CONFERENCE WITH RESPECT TO THE COMPANY, ITS CONDITION,
FINANCIAL OR OTHERWISE, OR ITS EARNINGS, BUSINESS, OPERATIONS OR PROSPECTS, OR
THE OFFERING OF THE SHARES, WITHOUT THE PRIOR CONSENT OF THE PLACEMENT AGENT,
UNLESS IN THE REASONABLE JUDGMENT OF THE COMPANY AND ITS COUNSEL, AND AFTER
NOTIFICATION TO THE PLACEMENT AGENT, SUCH PRESS RELEASE OR COMMUNICATION IS
REQUIRED BY LAW OR BY NASDAQ RULES, IN WHICH CASE THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO ALLOW THE PLACEMENT AGENT REASONABLE TIME TO COMMENT
ON SUCH RELEASE OR OTHER COMMUNICATION IN ADVANCE OF SUCH ISSUANCE.
16
(O)
STABILIZATION.
THE COMPANY WILL NOT TAKE, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED, OR THAT MIGHT REASONABLY BE EXPECTED TO CAUSE
OR RESULT IN, OR THAT WILL CONSTITUTE, STABILIZATION OR MANIPULATION OF THE
PRICE OF ANY SECURITY OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF ANY OF
THE SHARES.
(P)
TRANSFER AGENT.
THE COMPANY SHALL ENGAGE AND MAINTAIN,