ITS SHARES OF COMMON STOCK ISSUED UPON
SUCH MAJOR TRANSACTION OR TRIGGERING EVENT.
THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE TO BE FILED AND DECLARED EFFECTIVE AS SOON AS
REASONABLY PRACTICABLE (BUT IN NO EVENT LATER THAN THE NINETIETH (90TH) DAY
AFTER SUCH HOLDER'S REQUEST IS MADE) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, PROVIDING FOR THE SALE OF ALL OF THE SHARES OF COMMON STOCK
ISSUED UPON SUCH MAJOR TRANSACTION OR TRIGGERING EVENT BY SUCH HOLDER.
THE
COMPANY AGREES TO USE ITS REASONABLE BEST EFFORTS TO KEEP ANY SUCH REGISTRATION
STATEMENT CONTINUOUSLY EFFECTIVE FOR RESALE OF THE COMMON STOCK FOR SO LONG AS
SUCH HOLDER SHALL REQUEST, BUT IN NO EVENT SHALL THE COMPANY BE REQUIRED TO
MAINTAIN THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT LATER THAN THE DATE
THAT THE SHARES OF COMMON STOCK ISSUED UPON SUCH MAJOR TRANSACTION OR TRIGGERING
EVENT MAY BE OFFERED FOR RESALE TO THE PUBLIC PURSUANT TO RULE 144(K).
19
(I)
HOLDER'S REDEMPTION OPTION.
IN ADDITION TO ALL OTHER RIGHTS OF
THE HOLDERS OF SERIES B PREFERRED STOCK CONTAINED HEREIN, ON ANY DATE THAT IS AT
LEAST FIVE (5) YEARS FOLLOWING THE ISSUANCE DATE ("REDEMPTION OPTION DATE"),
EACH HOLDER OF SERIES B PREFERRED STOCK SHALL HAVE THE RIGHT, AT SUCH HOLDER'S
OPTION, TO REQUIRE THE COMPANY TO REDEEM ALL OR A PORTION OF SUCH HOLDER'S
SHARES OF SERIES B PREFERRED STOCK (THE "REDEMPTION OPTION") AT A PRICE PER
SHARE OF SERIES B PREFERRED STOCK EQUAL TO ONE HUNDRED PERCENT (100%) OF THE
LIQUIDATION PREFERENCE AMOUNT, PLUS ANY ACCRUED BUT UNPAID DIVIDENDS AND
LIQUIDATED DAMAGES.
THE HOLDER SHALL EXERCISE THE REDEMPTION OPTION BY
DELIVERING WRITTEN NOTICE THEREOF VIA FACSIMILE AND OVERNIGHT COURIER ("NOTICE
OF REDEMPTION OPTION") TO THE COMPANY FIVE (5) DAYS PRIOR TO THE REDEMPTION
OPTION DATE, WHICH NOTICE OF REDEMPTION OPTION SHALL INDICATE (I) THE NUMBER OF
SHARES OF SERIES B PREFERRED STOCK THAT SUCH HOLDER IS ELECTING TO REDEEM AND
(II) THE APPLICABLE HOLDER'S REDEMPTION OPTION PRICE.
FOR PURPOSES HEREOF,
"VWAP" SHALL MEAN, FOR ANY DATE, (I) THE DAILY VOLUME WEIGHTED AVERAGE CLOSING
PRICE OF THE COMMON STOCK FOR SUCH DATE ON THE OTC BULLETIN BOARD AS REPORTED BY
BLOOMBERG FINANCIAL L.P. (BASED ON A TRADING DAY FROM 9:30 A.M. EASTERN TIME TO
4:02 P.M. EASTERN TIME); (II) IF THE COMMON STOCK IS NOT THEN LISTED OR QUOTED
ON THE OTC BULLETIN BOARD AND IF PRICES FOR THE COMMON STOCK ARE THEN REPORTED
IN THE "PINK SHEETS" PUBLISHED BY THE PINK SHEETS, LLC (OR A SIMILAR
ORGANIZATION OR AGENCY SUCCEEDING TO ITS FUNCTIONS OF REPORTING PRICES), THE
MOST RECENT BID PRICE PER SHARE OF THE COMMON STOCK SO REPORTED; OR (III) IN ALL
OTHER CASES, THE FAIR MARKET VALUE OF A SHARE OF COMMON STOCK AS DETERMINED BY
AN INDEPENDENT APPRAISER SELECTED IN GOOD FAITH BY THE HOLDER AND REASONABLY
ACCEPTABLE TO THE COMPANY.
IF, UPON THE COMPANY'S RECEIPT OF A NOTICE OF
REDEMPTION OPTION, THE COMPANY CANNOT REDEEM THE NUMBER OF HOLDER'S SHARES OF
SERIES B PREFERRED