NOT LESS THAN NINETY PERCENT (90%) OF THE MARKET PRICE OF THE
COMMON STOCK ON THE DATE OF SUCH ISSUANCE.
16
(M)
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
CONVERTIBLE DEBENTURES SHALL REMAIN OUTSTANDING.
(N)
RIGHTS OF FIRST REFUSAL.
SO LONG AS ANY PORTION OF CONVERTIBLE
DEBENTURES 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, CONVERTIBLE DEBT 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 FIVE (5) 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.
ANY OFFER MADE TO BUYER PURSUANT TO
THIS SECTION SHALL SIMULTANEOUSLY BE MADE ON THE SAME TERMS TO STANFORD ON A
PRO-RATA BASIS.
(O)
LOCK UP AGREEMENTS.
ON THE DATE HEREOF, THE COMPANY SHALL OBTAIN
FROM EACH OFFICER AND DIRECTOR A LOCK UP AGREEMENT IN THE FORM ATTACHED HERETO
AS EXHIBIT D.
(P)
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.
(Q)
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.
(R)
DISCLOSURE OF TRANSACTION.
WITHIN FOUR BUSINESS DAYS FOLLOWING
THE DATE OF THIS AGREEMENT, THE COMPANY SHALL FILE A CURRENT REPORT ON FORM 8-K
DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS IN THE FORM REQUIRED BY THE EXCHANGE ACT AND ATTACHING THE MATERIAL
TRANSACTION DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT, THE FORM
OF THE CONVERTIBLE DEBENTURE,