AND/OR ANY OF ITS SUBSIDIARIES, SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS.
FROM AND AFTER THE DATE HEREOF,
PRIOR TO THE
INCURRENCE OF ANY ADDITIONAL INDEBTEDNESS AND/OR THE SALE OR ISSUANCE OF ANY
EQUITY INTERESTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AN "ADDITIONAL
FINANCING"), THE COMPANY AND/OR ANY SUBSIDIARY OF THE COMPANY, AS THE CASE MAY
BE, SHALL NOTIFY THE PURCHASER OF ITS INTENTION TO ENTER INTO SUCH ADDITIONAL
FINANCING.
IN CONNECTION THEREWITH, THE COMPANY AND/OR THE APPLICABLE
SUBSIDIARY THEREOF SHALL SUBMIT A FULLY EXECUTED TERM SHEET (A "PROPOSED TERM
SHEET") TO THE PURCHASER SETTING FORTH THE TERMS, CONDITIONS AND PRICING OF ANY
SUCH ADDITIONAL FINANCING (SUCH FINANCING TO BE NEGOTIATED ON "ARM'S LENGTH"
TERMS AND THE TERMS THEREOF TO BE NEGOTIATED IN GOOD FAITH) PROPOSED TO BE
ENTERED INTO BY THE COMPANY AND/OR SUCH SUBSIDIARY.
THE PURCHASER SHALL HAVE
THE RIGHT, BUT NOT THE OBLIGATION, TO DELIVER ITS OWN PROPOSED TERM SHEET (THE
"PURCHASER TERM SHEET") SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH THE
PURCHASER WOULD BE WILLING TO PROVIDE SUCH ADDITIONAL FINANCING TO THE COMPANY
AND/OR SUCH SUBSIDIARY.
THE PURCHASER TERM SHEET SHALL CONTAIN TERMS NO LESS
FAVORABLE TO THE COMPANY AND/OR SUCH SUBSIDIARY THAN THOSE OUTLINED IN PROPOSED
TERM SHEET.
THE PURCHASER SHALL DELIVER SUCH PURCHASER TERM SHEET
WITHIN TEN
BUSINESS DAYS OF RECEIPT OF EACH SUCH PROPOSED TERM SHEET.
IF THE PROVISIONS OF
THE PURCHASER TERM SHEET ARE AT LEAST AS FAVORABLE TO THE COMPANY AND/OR SUCH
SUBSIDIARY, AS THE CASE MAY BE, AS THE PROVISIONS OF THE PROPOSED TERM SHEET,
THE COMPANY AND/OR SUCH SUBSIDIARY SHALL ENTER INTO AND CONSUMMATE THE
ADDITIONAL FINANCING TRANSACTION OUTLINED IN THE PURCHASER TERM SHEET.
(B)
THE COMPANY WILL NOT, AND WILL NOT PERMIT
ITS SUBSIDIARIES TO, AGREE, DIRECTLY OR INDIRECTLY, TO ANY RESTRICTION WITH ANY
PERSON OR ENTITY WHICH LIMITS THE ABILITY OF THE PURCHASER TO CONSUMMATE AN
ADDITIONAL FINANCING WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES.
6.17
AUTHORIZATION AND RESERVATION OF SHARES.
THE
COMPANY SHALL AT ALL TIMES HAVE AUTHORIZED AND RESERVED A SUFFICIENT NUMBER OF
SHARES OF COMMON STOCK TO PROVIDE FOR THE CONVERSION OF THE NOTE AND EXERCISE OF
THE WARRANTS.
7.
COVENANTS OF THE PURCHASER.
THE
PURCHASER COVENANTS AND AGREES WITH THE COMPANY AS FOLLOWS:
7.1
CONFIDENTIALITY.
THE PURCHASER WILL NOT AND
WILL NOT PERMIT ANY OF ITS AFFILIATES TO, DISCLOSE, AND WILL NOT INCLUDE IN ANY
PUBLIC ANNOUNCEMENT, THE NAME OF THE COMPANY, UNLESS EXPRESSLY AGREED TO BY THE
COMPANY OR UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE
REGULATION, AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
7.2
PUBLIC INFORMATION.
THE PURCHASER WILL NOT
EFFECT ANY SALES IN THE SHARES OF THE COMPANY'S COMMON STOCK WHILE IN POSSESSION
OF MATERIAL, NON-PUBLIC INFORMATION REGARDING THE COMPANY IF SUCH SALES WOULD
VIOLATE APPLICABLE SECURITIES LAW.
22
7.3
LIMITATION ON ACQUISITION OF COMMON STOCK OF
THE COMPANY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, ANY RELATED AGREEMENT OR ANY DOCUMENT, INSTRUMENT OR AGREEMENT
ENTERED INTO