THE SERIES E
PREFERRED STOCK INTO COMMON STOCK PURSUANT TO ARTICLE 4(B)(3)(M) OF THE
COMPANY'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AND ALL SUCH
SHARES SHALL HAVE BEEN CONVERTED INTO COMMON STOCK PURSUANT THERETO.
ARTICLE VI
TERMINATION AND REVIVAL
SECTION 6.1.
TERMINATION.
THIS AGREEMENT WILL TERMINATE AND ALL OF THE
OBLIGATIONS HEREUNDER OF THE BORROWERS, CISCO AND CSCC WILL BE OF NO FURTHER
FORCE OR EFFECT UPON THE EARLIER OF (I) THE MUTUAL AGREEMENT BETWEEN THE
BORROWERS AND CSCC, DURING THE TIME PRIOR TO THE CLOSING DATE, (II) THE
EXPIRATION OF THE OUTSIDE DATE (AS DEFINED BELOW) IF THE CLOSING HAS NOT
OCCURRED ON OR PRIOR TO THE OUTSIDE DATE, (III) THE DAY ON WHICH A PROCEEDING
(AS DEFINED BELOW) SHALL OCCUR IF IT OCCURS
PRIOR TO THE CLOSING DATE, OR IF
THE ESCROW AGENT HAS NOT DISTRIBUTED THE DOCUMENTS AND PROPERTY PURSUANT TO
SECTION I.B.1 OF THE ESCROW AGREEMENT ON OR PRIOR TO THE OUTSIDE DATE, (IV) THE
FIFTH (5TH) BUSINESS DAY AFTER THE DATE OF THIS AGREEMENT IF THE BORROWERS'
DEPOSITS, THE OTHER LOAN PARTY DEPOSITS AND THE INVESTOR'S ESCROWED CASH HAS NOT
BEEN RECEIVED BY THE ESCROW AGENT AND (V) THE DAY ON WHICH THE DOCUMENTS AND
PROPERTY ARE RETURNED PURSUANT TO SECTION I.B.2 OF THE ESCROW AGREEMENT.
"PROCEEDING" SHALL MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING:
(A) A PETITION
COMMENCING ANY VOLUNTARY OR INVOLUNTARY CASE UNDER ANY CHAPTER OF THE FEDERAL
BANKRUPTCY CODE IS FILED WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
(B) THE COMPANY OR ANY OF ITS SUBSIDIARIES IS ADJUDICATED AN INSOLVENT OR
BANKRUPT, (C) ANY OTHER CASE OR PROCEEDING, VOLUNTARY OR INVOLUNTARY, IS
COMMENCED WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS DEBTOR)
UNDER ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, LIQUIDATION, COMPOSITION,
ARRANGEMENT OR SIMILAR STATUTE, (D) ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS
IS COMMENCED WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (E) ANY
RECEIVER, CUSTODIAN, TRUSTEE OR THE LIKE IS APPOINTED WITH RESPECT TO ALL OR A
SUBSTANTIAL PART OF THE PROPERTIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
FOR PURPOSES HEREOF, "OUTSIDE DATE" MEANS THAT DATE WHICH IS FORTY-FIVE (45)
DAYS AFTER THE DATE OF THIS AGREEMENT, EXCEPT THAT IF THE INFORMATION STATEMENT
FILED WITH THE SEC PURSUANT TO SECTION 4.2 HEREOF IS NOT APPROVED FOR MAILING TO
THE STOCKHOLDERS OF THE COMPANY BY THE SEC WITHIN 14 DAYS OF SUCH FILING, THE
OUTSIDE DATE SHALL BE INCREASED (BUT NOT BEYOND THE DATE THAT IS NINETY (90)
DAYS AFTER THE DATE OF THIS AGREEMENT) BY ONE DAY FOR EACH DAY AFTER THE 14TH
DAY THAT ELAPSES BEFORE THE SEC APPROVES THE INFORMATION STATEMENT FOR MAILING.
IN ADDITION, THE BORROWERS AND CSCC MAY EXTEND THE OUTSIDE DATE BY MUTUAL
WRITTEN AGREEMENT; PROVIDED, HOWEVER, THAT THE OUTSIDE DATE MAY NOT BE EXTENDED
PAST THAT DATE WHICH IS 120 DAYS AFTER THE DATE OF THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE INVESTORS HOLDING AT LEAST TWO-THIRDS OF THE
INVESTOR SHARES