TO THE EXTENT THAT A LOSS, CLAIM, DAMAGE OR LIABILITY IS
ATTRIBUTABLE TO ANY PURCHASER PARTY'S BREACH OF ANY OF THE REPRESENTATIONS,
WARRANTIES, COVENANTS OR AGREEMENTS MADE BY SUCH PURCHASER PARTY IN THIS
AGREEMENT OR IN THE OTHER TRANSACTION DOCUMENTS. EXCEPT AS OTHERWISE SET FORTH
HEREIN, THE MECHANICS AND PROCEDURES WITH RESPECT TO THE OBLIGATIONS UNDER THIS
SECTION 4.10 SHALL BE THE SAME AS THOSE SET FORTH IN SECTION 5 OF THE
REGISTRATION RIGHTS AGREEMENT.
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4.11
RESERVATION AND LISTING OF SECURITIES.
(A)
THE COMPANY SHALL MAINTAIN A RESERVE FROM
ITS DULY AUTHORIZED SHARES OF COMMON STOCK FOR ISSUANCE PURSUANT TO THE
TRANSACTION DOCUMENTS IN SUCH AMOUNT AS MAY BE REQUIRED TO FULFILL ITS
OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS.
(B)
IF, ON ANY DATE, THE NUMBER OF AUTHORIZED
BUT UNISSUED (AND OTHERWISE UNRESERVED) SHARES OF COMMON STOCK IS LESS THAN THE
REQUIRED MINIMUM ON SUCH DATE, MINUS THE NUMBER OF SHARES OF COMMON STOCK
PREVIOUSLY ISSUED PURSUANT TO THE TRANSACTION DOCUMENTS, THEN THE BOARD OF
DIRECTORS SHALL USE REASONABLE BEST EFFORTS TO AMEND THE COMPANY'S CERTIFICATE
OR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED BUT UNISSUED
SHARES OF COMMON STOCK TO AT LEAST THE REQUIRED MINIMUM AT SUCH TIME (MINUS THE
NUMBER OF SHARES OF COMMON STOCK PREVIOUSLY ISSUED PURSUANT TO THE TRANSACTION
DOCUMENTS), AS SOON AS POSSIBLE AND IN ANY EVENT NOT LATER THAN THE 75TH DAY
AFTER SUCH DATE; PROVIDED THAT THE COMPANY WILL NOT BE REQUIRED AT ANY TIME TO
AUTHORIZE A NUMBER OF SHARES OF COMMON STOCK GREATER THAN THE MAXIMUM REMAINING
NUMBER OF SHARES OF COMMON STOCK THAT COULD POSSIBLY BE ISSUED AFTER SUCH TIME
PURSUANT TO THE TRANSACTION DOCUMENTS.
(C)
THE COMPANY SHALL ON OR PRIOR TO THE
EARLIER OF (A) JUNE 30, 2008 AND (B) 30 DAYS FROM THE REVERSE MERGER DATE:
(I) IN THE TIME AND MANNER REQUIRED BY THE PRINCIPAL TRADING MARKET, PREPARE AND
FILE WITH SUCH TRADING MARKET AN ADDITIONAL SHARES LISTING APPLICATION COVERING
A NUMBER OF SHARES OF COMMON STOCK AT LEAST EQUAL TO THE REQUIRED MINIMUM ON THE
DATE OF SUCH APPLICATION, (II) TAKE ALL STEPS NECESSARY TO CAUSE SUCH SHARES OF
COMMON STOCK TO BE APPROVED FOR LISTING ON SUCH TRADING MARKET AS SOON AS
POSSIBLE THEREAFTER, (III) PROVIDE TO THE PURCHASERS EVIDENCE OF SUCH LISTING,
AND (IV) MAINTAIN THE LISTING OF SUCH COMMON STOCK ON ANY DATE AT LEAST EQUAL TO
THE REQUIRED MINIMUM ON SUCH DATE ON SUCH TRADING MARKET OR ANOTHER TRADING
MARKET.
4.12
PARTICIPATION IN FUTURE FINANCING.
(A)
FROM THE DATE HEREOF UNTIL THE 12 MONTH
ANNIVERSARY OF THE EFFECTIVE DATE, UPON ANY ISSUANCE BY THE COMPANY OR ANY OF
ITS SUBSIDIARIES OF COMMON STOCK OR COMMON STOCK EQUIVALENTS (A "SUBSEQUENT
FINANCING"), EACH PURCHASER SHALL HAVE THE RIGHT TO PARTICIPATE IN UP TO AN
AMOUNT OF THE SUBSEQUENT FINANCING EQUAL TO 100% OF THE SUBSEQUENT FINANCING
(THE "PARTICIPATION MAXIMUM") ON THE SAME TERMS, CONDITIONS AND PRICE PROVIDED
FOR IN THE SUBSEQUENT FINANCING.
(B)
AT LEAST 5 TRADING DAYS