EXERCISABLE AND, FOR THE AVOIDANCE OF DOUBT, INCLUDING AS SHARES OWNED AND
OUTSTANDING ALL COMMON SHARES ISSUED BY THE COMPANY AFTER THE CLOSING) (BEFORE
GIVING EFFECT TO ANY ISSUANCES TRIGGERING PROVISIONS OF THIS SECTION), IF AT ANY
TIME AFTER THE DATE HEREOF THE COMPANY MAKES ANY PUBLIC OR NONPUBLIC OFFERING OR
SALE OF ANY EQUITY (INCLUDING COMMON STOCK, PREFERRED STOCK OR RESTRICTED
STOCK), OR ANY SECURITIES, OPTIONS OR DEBT THAT IS CONVERTIBLE OR EXCHANGEABLE
INTO EQUITY OR THAT INCLUDES AN EQUITY COMPONENT (SUCH AS, AN "EQUITY KICKER")
(INCLUDING ANY HYBRID SECURITY) (ANY SUCH SECURITY, A "NEW SECURITY") (OTHER
THAN (I) SECURITIES (INCLUDING RIGHTS AND SHARES OF A NEW SERIES OF JUNIOR
PARTICIPATING PREFERRED STOCK) ISSUED PURSUANT TO A STOCKHOLDER RIGHTS PLAN
DESIGNED TO PRESERVE THE UTILIZATION OF TAX BENEFITS (A "382 RIGHTS PLAN");
PROVIDED THAT HOLDERS OF THE PREFERRED STOCK
(15) INCLUDED IN THE INVESTMENT AGREEMENTS OF CERTAIN INVESTORS.
(16) INCLUDED IN THE INVESTMENT AGREEMENTS OF FIVE INVESTORS.
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AND THE WARRANTS PARTICIPATE IN SUCH DISTRIBUTION UNDER SUCH 382 RIGHTS PLAN AS
IF THEY HELD THE NUMBER OF SHARES OF COMMON STOCK REPRESENTED BY SUCH PREFERRED
STOCK AND SUCH WARRANTS ON AN AS-CONVERTED AND AS-EXERCISED BASIS; (II) AN
OFFERING OF UP TO $10 MILLION OF AGGREGATE OFFERING PRICE OF COMMON STOCK
PURSUANT TO SUBSCRIPTION RIGHTS DISTRIBUTED PRO RATA TO THE THEN EXISTING
HOLDERS OF RECORD OF COMMON STOCK AT A PRICE PER SHARE OF COMMON STOCK NOT LESS
THAN $2.00, AND THE ASSOCIATED DECLARATION, ISSUANCE AND EXERCISE OF THE
SUBSCRIPTION RIGHTS WITH RESPECT TO SUCH OFFERING AND SHARES OF COMMON STOCK
ISSUABLE IN CONNECTION WITH THE EXERCISE OF ANY SUCH RIGHTS; PROVIDED THAT THE
COMPANY WILL USE ITS BEST EFFORTS TO ENSURE THAT SUCH RIGHTS OFFERING, INCLUDING
EXERCISE OF SUCH RIGHT, IS COMPLETED AS SOON AS PRACTICABLE, BUT IN NO EVENT
LATER THAN MARCH 1, 2010 (A "PERMITTED RIGHTS OFFERING"); (III) ANY COMMON STOCK
OR OTHER SECURITIES ISSUABLE UPON THE EXERCISE OR CONVERSION OF ANY SECURITIES
OF THE COMPANY ISSUED OR AGREED OR CONTEMPLATED TO BE ISSUED AS OF THE DATE
HEREOF; (IV) PURSUANT TO THE GRANTING OR EXERCISE OF EMPLOYEE STOCK OPTIONS OR
OTHER STOCK INCENTIVES PURSUANT TO THE COMPANY'S STOCK INCENTIVE PLANS APPROVED
BY THE BOARD OF DIRECTORS OR THE ISSUANCE OF STOCK PURSUANT TO THE COMPANY'S
EMPLOYEE STOCK PURCHASE PLAN APPROVED BY THE BOARD OF DIRECTORS OR SIMILAR PLAN
WHERE STOCK IS BEING ISSUED OR OFFERED TO A TRUST, OTHER ENTITY OR OTHERWISE,
FOR THE BENEFIT OF ANY EMPLOYEES, OFFICERS OR DIRECTORS OF THE COMPANY, IN EACH
CASE IN THE ORDINARY COURSE OF PROVIDING INCENTIVE COMPENSATION; OR
(V) ISSUANCES OF CAPITAL STOCK AS FULL OR PARTIAL CONSIDERATION FOR A MERGER,
ACQUISITION, JOINT VENTURE, STRATEGIC ALLIANCE, LICENSE AGREEMENT OR OTHER
SIMILAR NONFINANCING TRANSACTION) AT A PRICE PER SHARE FOR SUCH NEW SECURITY (OR
CONVERSION OR EXCHANGE PRICE PER SHARE) THAT IS LESS THAN 90% OF THE MARKET
PRICE ON THE LAST TRADING DAY PRECEDING THE DATE OF THE AGREEMENT WITH RESPECT
TO THE ISSUANCE OF SUCH