ACCELERATION, BY DEMAND OR
OTHERWISE, OR WILL FAIL TO PERFORM ANY TERM, COVENANT OR AGREEMENT ON ITS
PART TO BE PERFORMED UNDER ANY AGREEMENT OR INSTRUMENT EVIDENCING OR SECURING OR
RELATING TO ANY INDEBTEDNESS IN EXCESS OF AN AGGREGATE OF $100,000 OWING BY THE
COMPANY WHEN REQUIRED TO BE PERFORMED (OR, IF PERMITTED BY THE TERMS OF THE
RELEVANT DOCUMENT, WITHIN ANY APPLICABLE GRACE PERIOD), IF THE EFFECT OF SUCH
FAILURE TO PAY OR PERFORM IS TO ACCELERATE, OR TO PERMIT THE HOLDER OR HOLDERS
OF SUCH INDEBTEDNESS, OR THE TRUSTEE OR TRUSTEES UNDER ANY SUCH AGREEMENT OR
INSTRUMENT TO ACCELERATE, THE MATURITY OF SUCH INDEBTEDNESS, UNLESS SUCH FAILURE
TO PAY OR PERFORM WILL BE WAIVED BY THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS
OR SUCH TRUSTEE OR TRUSTEES;
(E)
THE COMPANY WILL BE INVOLVED IN FINANCIAL
DIFFICULTIES AS EVIDENCED (I) BY ITS ADMITTING IN WRITING ITS INABILITY TO PAY
ITS DEBTS GENERALLY AS THEY BECOME DUE; (II) BY ITS COMMENCEMENT OF A VOLUNTARY
CASE UNDER TITLE 11 OF THE UNITED STATES CODE AS FROM TIME TO TIME IN EFFECT, OR
BY ITS AUTHORIZING, BY APPROPRIATE PROCEEDINGS OF ITS BOARD OF DIRECTORS OR
OTHER GOVERNING BODY, THE COMMENCEMENT OF SUCH A VOLUNTARY CASE WHICH IS NOT
DISMISSED WITHIN SIXTY (60) DAYS; (III) BY ITS FILING AN ANSWER OR OTHER
PLEADING ADMITTING OR FAILING TO DENY THE MATERIAL ALLEGATIONS OF A PETITION
FILED AGAINST IT COMMENCING AN INVOLUNTARY CASE UNDER SAID TITLE 11, OR SEEKING,
CONSENTING TO OR ACQUIESCING IN THE
5
RELIEF THEREIN PROVIDED, OR BY ITS FAILING TO CONTROVERT TIMELY THE MATERIAL
ALLEGATIONS OF ANY SUCH PETITION; (IV) BY THE ENTRY OF AN ORDER FOR RELIEF IN
ANY INVOLUNTARY CASE COMMENCED UNDER SAID TITLE 11; (V) BY ITS SEEKING RELIEF AS
A DEBTOR UNDER ANY APPLICABLE LAW, OTHER THAN SAID TITLE 11, OF ANY JURISDICTION
RELATING TO THE LIQUIDATION OR REORGANIZATION OF DEBTORS OR TO THE MODIFICATION
OR ALTERATION OF THE RIGHTS OF CREDITORS, OR BY ITS CONSENTING TO OR ACQUIESCING
IN SUCH RELIEF; (VI) BY THE ENTRY OF AN ORDER BY A COURT OF COMPETENT
JURISDICTION (A) FINDING IT TO BE BANKRUPT OR INSOLVENT, (B) ORDERING OR
APPROVING ITS LIQUIDATION, REORGANIZATION OR ANY MODIFICATION OR ALTERATION OF
THE RIGHTS OF ITS CREDITORS, OR (C) ASSUMING CUSTODY OF, OR APPOINTING A
RECEIVER OR OTHER CUSTODIAN FOR, ALL OR A SUBSTANTIAL PART OF ITS PROPERTY; OR
(VII) BY ITS MAKING AN ASSIGNMENT FOR THE BENEFIT OF, OR ENTERING INTO A
COMPOSITION WITH, ITS CREDITORS, OR APPOINTING OR CONSENTING TO THE APPOINTMENT
OF A RECEIVER OR OTHER CUSTODIAN FOR ALL OR A SUBSTANTIAL PART OF ITS PROPERTY;
(F)
THE COMPANY SHALL FAIL TO PERFORM ANY OF
ITS OBLIGATIONS UNDER SECTION 5.21, SECTION 5.22, SECTION 5.23 OR ARTICLE VI OF
THIS AGREEMENT;
(G)
THE COMPANY SHALL FAIL TO EFFECT A
ONE-FOR-TEN REVERSE STOCK SPLIT OF ITS COMMON STOCK (THE "REVERSE STOCK SPLIT")
WITHIN 90 DAYS FOLLOWING THE CLOSING DATE;
(H)
THE COMPANY SHALL FAIL TO REDUCE CHIEF
EXECUTIVE OFFICER CASPER ZUBLIN'S