SUCH SHARES OF COMMON STOCK AND PAY CASH TO THE HOLDER
IN AN AMOUNT EQUAL TO THE EXCESS (IF ANY) OF THE BUY-IN PRICE OVER THE PRODUCT
OF (A) SUCH NUMBER OF SHARES OF COMMON STOCK, TIMES (B) THE CLOSING BID PRICE ON
THE DEADLINE DATE.
"CLOSING BID PRICE" MEANS, FOR ANY SECURITY AS OF ANY DATE,
THE LAST CLOSING PRICE FOR SUCH SECURITY ON THE PRINCIPAL MARKET, AS REPORTED BY
BLOOMBERG (AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS), OR, IF THE PRINCIPAL
MARKET BEGINS TO OPERATE ON AN EXTENDED HOURS BASIS AND DOES NOT DESIGNATE THE
CLOSING BID PRICE THEN THE LAST BID PRICE OF SUCH SECURITY PRIOR TO 4:00:00
P.M., NEW YORK TIME, AS REPORTED BY BLOOMBERG, OR, IF THE PRINCIPAL MARKET IS
NOT THE PRINCIPAL SECURITIES EXCHANGE OR TRADING MARKET FOR SUCH SECURITY, THE
LAST CLOSING PRICE OF SUCH SECURITY ON THE PRINCIPAL SECURITIES EXCHANGE OR
TRADING MARKET WHERE SUCH SECURITY IS LISTED OR TRADED AS REPORTED BY BLOOMBERG,
OR IF THE FOREGOING DO NOT APPLY, THE LAST CLOSING PRICE OF SUCH SECURITY IN THE
OVER-THE-COUNTER MARKET ON THE ELECTRONIC BULLETIN BOARD FOR SUCH SECURITY AS
REPORTED BY BLOOMBERG, OR, IF NO CLOSING BID PRICE IS REPORTED FOR SUCH SECURITY
BY BLOOMBERG, THE AVERAGE OF THE BID PRICES OF ANY MARKET MAKERS FOR SUCH
SECURITY AS REPORTED IN THE "PINK SHEETS" BY PINK SHEETS LLC (FORMERLY THE
NATIONAL QUOTATION BUREAU, INC.).
IF THE CLOSING BID PRICE CANNOT BE CALCULATED
FOR A SECURITY ON A PARTICULAR DATE ON ANY OF THE FOREGOING BASES, THE CLOSING
BID PRICE OF SUCH SECURITY ON SUCH DATE SHALL BE THE FAIR MARKET VALUE AS
MUTUALLY DETERMINED BY THE COMPANY AND THE HOLDER.
IF THE COMPANY AND THE
HOLDER ARE UNABLE TO AGREE UPON THE FAIR MARKET VALUE OF SUCH SECURITY, THEN
SUCH DISPUTE SHALL BE RESOLVED PURSUANT TO SECTION 2(D)(III) OF THE CERTIFICATE
OF DESIGNATIONS.
ALL SUCH DETERMINATIONS TO BE APPROPRIATELY ADJUSTED FOR ANY
STOCK DIVIDEND, STOCK SPLIT, STOCK COMBINATION OR OTHER SIMILAR TRANSACTION
DURING THE APPLICABLE CALCULATION PERIOD.
6.
CONDITIONS TO THE COMPANY'S OBLIGATION
TO SELL.
THE OBLIGATION OF THE COMPANY HEREUNDER TO ISSUE AND SELL THE PREFERRED SHARES
AND/OR THE COMMON SHARES AND WARRANTS, AS APPLICABLE, TO EACH BUYER AT THE
CLOSING IS SUBJECT TO THE SATISFACTION, AT OR BEFORE THE CLOSING DATE, OF EACH
OF THE FOLLOWING CONDITIONS, PROVIDED THAT THESE CONDITIONS ARE FOR THE
COMPANY'S SOLE BENEFIT AND MAY BE WAIVED BY THE COMPANY AT ANY TIME IN ITS SOLE
DISCRETION BY PROVIDING EACH BUYER WITH PRIOR WRITTEN NOTICE THEREOF:
(A)
SUCH BUYER SHALL HAVE EXECUTED EACH OF THE
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND DELIVERED THE SAME TO THE
COMPANY.
(B)
SUCH BUYER AND EACH OTHER BUYER SHALL HAVE
DELIVERED TO THE COMPANY THE PURCHASE PRICE FOR THE PREFERRED SHARES, IF ANY,
AND THE COMMON SHARES AND THE WARRANTS, IF ANY, BEING PURCHASED BY SUCH BUYER AT
THE CLOSING BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS PURSUANT TO THE WIRE
INSTRUCTIONS PROVIDED BY THE