THE FOLLOWING SHALL CONSTITUTE AN "EVENT":
(I)
A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO THE
APPLICABLE FILING DATE OR IS NOT DECLARED EFFECTIVE ON OR PRIOR TO THE
APPLICABLE REQUIRED EFFECTIVENESS DATE;
(II)
SUBJECT TO SECTION 2(G) BELOW, AFTER THE EFFECTIVE DATE FOR A
REGISTRATION STATEMENT, A HOLDER IS NOT PERMITTED TO SELL REGISTRABLE SECURITIES
UNDER SUCH REGISTRATION STATEMENT (OR A SUBSEQUENT REGISTRATION STATEMENT FILED
IN REPLACEMENT THEREOF) FOR ANY REASON FOR SEVEN CONSECUTIVE TRADING DAYS OR 30
DAYS IN AGGREGATE IN ANY 12 MONTH PERIOD;
(III)
THE COMMON STOCK IS NOT LISTED OR QUOTED, OR IS SUSPENDED FROM
TRADING, ON AN ELIGIBLE MARKET FOR FIVE CONSECUTIVE TRADING DAYS OR 10 DAYS IN
AGGREGATE IN ANY 12 MONTH PERIOD;
(IV)
THE COMPANY FAILS FOR ANY REASON TO DELIVER A CERTIFICATE
EVIDENCING ANY SECURITIES TO A HOLDER WITHIN SEVEN TRADING DAYS AFTER DELIVERY
OF SUCH CERTIFICATE IS REQUIRED PURSUANT TO ANY TRANSACTION DOCUMENT OR THE
EXERCISE OR CONVERSION RIGHTS OF THE HOLDERS PURSUANT TO THE TRANSACTION
DOCUMENTS ARE OTHERWISE SUSPENDED FOR ANY REASON, EXCEPT IN ACCORDANCE WITH
SECTION 18 OF THE CERTIFICATE OF DESIGNATIONS OR SECTION 11 OF THE WARRANT;
(V)
THE COMPANY FAILS TO HAVE AVAILABLE A SUFFICIENT NUMBER OF
AUTHORIZED BUT UNISSUED AND OTHERWISE UNRESERVED SHARES OF COMMON STOCK
AVAILABLE TO ISSUE UNDERLYING SHARES UPON ANY EXERCISE OF THE WARRANTS OR ANY
CONVERSION OF CONVERTIBLE SECURITIES; OR
(VI)
AFTER THE EFFECTIVE DATE FOR A REGISTRATION STATEMENT, ANY
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT ARE NOT LISTED ON
AN ELIGIBLE MARKET.
(D)
AT THE ELECTION OF THE COMPANY, ANY AMOUNT REQUIRED TO BE PAID BY THE
COMPANY TO SUCH HOLDER PURSUANT TO SECTION 2(C) MAY INSTEAD BE ADDED TO THE
STATED VALUE OF THE OUTSTANDING SHARES THEN OWNED BY SUCH HOLDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EVENTS SET FORTH IN CLAUSES (I)
AND (II) OF SECTION 2(C) ABOVE SHALL NOT APPLY FOLLOWING THE DATE WHEN ALL THE
SECURITIES CAN BE SOLD PURSUANT TO RULE 144 (K).
(E)
THE COMPANY SHALL NOT, PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT, PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT
RELATING TO AN OFFERING
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FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF
ITS EQUITY SECURITIES, OTHER THAN ON FORM S-8 (AS PROMULGATED UNDER THE
SECURITIES ACT).
(F)
IF ANY EVENT OCCURS AND REMAINS UNCURED FOR 60 DAYS, THEN AT ANY TIME OR
TIMES THEREAFTER ANY HOLDER MAY DELIVER TO THE COMPANY A NOTICE (A "REPURCHASE
NOTICE") REQUIRING THE COMPANY TO REPURCHASE ALL OR ANY PORTION OF THE SHARES OF
SERIES B PREFERRED STOCK AND ANY UNDERLYING SHARES PREVIOUSLY ISSUED TO SUCH
HOLDER UPON CONVERSION OF SERIES B PREFERRED STOCK THEN BENEFICIALLY OWNED BY
SUCH HOLDER AT A PRICE PER SHARE EQUAL TO (I) WITH RESPECT TO ALL SHARES OF
SERIES B PREFERRED STOCK HELD BY SUCH HOLDER THE GREATER OF (A) 115% OF THE
STATED VALUE PLUS ALL ACCRUED BUT UNPAID DIVIDENDS THEREON THROUGH THE DATE