AND THE COMPANY SHALL CONTINUE TO RESERVE AND
KEEP AVAILABLE AT ALL TIMES, FREE OF PREEMPTIVE RIGHTS, A SUFFICIENT NUMBER OF
SHARES OF COMMON STOCK FOR THE PURPOSE OF ENABLING THE COMPANY TO ISSUE SHARES
PURSUANT TO THIS AGREEMENT AND WARRANT SHARES PURSUANT TO ANY EXERCISE OF THE
WARRANTS.
IV.10
LISTING OF COMMON STOCK.
THE COMPANY HEREBY AGREES TO
USE COMMERCIALLY REASONABLY EFFORTS TO MAINTAIN THE LISTING OF THE COMMON STOCK
ON THE TRADING MARKET, AND AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE
CLOSING (BUT NOT LATER THAN THE EARLIER OF THE EFFECTIVE DATE AND THE FIRST
ANNIVERSARY OF THE CLOSING DATE) TO LIST ALL OF THE SHARES AND WARRANT SHARES ON
THE TRADING MARKET. THE COMPANY FURTHER AGREES, IF THE COMPANY APPLIES TO HAVE
THE COMMON STOCK TRADED ON ANY OTHER TRADING MARKET, IT WILL INCLUDE IN SUCH
APPLICATION ALL OF THE SHARES AND WARRANT SHARES, AND WILL TAKE SUCH OTHER
ACTION AS IS NECESSARY TO CAUSE THE SHARES AND WARRANT SHARES TO BE LISTED ON
SUCH OTHER TRADING MARKET AS PROMPTLY AS POSSIBLE.
THE COMPANY WILL TAKE ALL
ACTION REASONABLY NECESSARY TO CONTINUE THE LISTING AND TRADING OF ITS COMMON
STOCK ON A TRADING MARKET AND WILL COMPLY IN ALL RESPECTS WITH THE COMPANY'S
REPORTING, FILING AND OTHER OBLIGATIONS UNDER THE BYLAWS OR RULES OF THE TRADING
MARKET.
IV.11
PARTICIPATION IN FUTURE FINANCING.
FROM THE DATE
HEREOF UNTIL 90 DAYS AFTER THE EFFECTIVE DATE, THE COMPANY SHALL NOT EFFECT A
FINANCING OF ITS COMMON STOCK OR COMMON STOCK EQUIVALENTS (A "SUBSEQUENT
FINANCING") UNLESS (I) THE COMPANY DELIVERS TO EACH OF THE PURCHASERS HEREUNDER
A WRITTEN NOTICE AT LEAST 10 TRADING DAYS PRIOR TO THE CLOSING OF SUCH
20
SUBSEQUENT FINANCING (THE "SUBSEQUENT FINANCING NOTICE") OF ITS INTENTION TO
EFFECT SUCH SUBSEQUENT FINANCING, WHICH SUBSEQUENT FINANCING NOTICE SHALL
DESCRIBE IN REASONABLE DETAIL THE PROPOSED TERMS OF SUCH SUBSEQUENT FINANCING,
THE AMOUNT OF PROCEEDS INTENDED TO BE RAISED THEREUNDER, THE PERSON WITH WHOM
SUCH SUBSEQUENT FINANCING IS PROPOSED TO BE EFFECTED, AND ATTACHED TO WHICH
SHALL BE A TERM SHEET OR SIMILAR DOCUMENT RELATING THERETO AND (II) SUCH
PURCHASER SHALL NOT HAVE NOTIFIED THE COMPANY BY 6:30 P.M. (NEW YORK CITY TIME)
ON THE FIFTH (5TH) TRADING DAY AFTER ITS RECEIPT OF THE SUBSEQUENT FINANCING
NOTICE OF ITS WILLINGNESS TO PROVIDE (OR TO CAUSE ITS DESIGNEE TO PROVIDE),
SUBJECT TO COMPLETION OF MUTUALLY ACCEPTABLE DOCUMENTATION, UP TO ITS PRO-RATA
PORTION (AS DEFINED BELOW) OF 50% OF PROCEEDS TO BE RAISED IN SUCH SUBSEQUENT
FINANCING (THE "SUBSEQUENT FINANCING PERCENTAGE") TO THE COMPANY ON THE SAME
TERMS SET FORTH IN THE SUBSEQUENT FINANCING NOTICE. IF ONE OR MORE PURCHASERS
SHALL FAIL TO SO NOTIFY THE COMPANY OF THEIR WILLINGNESS TO PARTICIPATE IN THEIR
PRO-RATA PORTION OF THE SUBSEQUENT FINANCING PERCENTAGE, THE COMPANY MAY EFFECT
THE REMAINING PORTION OF SUCH SUBSEQUENT FINANCING ON THE TERMS AND TO THE
PERSONS SET FORTH IN THE SUBSEQUENT FINANCING NOTICE; PROVIDED THAT THE COMPANY
MUST PROVIDE THE PURCHASERS WITH A SECOND SUBSEQUENT FINANCING NOTICE, AND THE