LIENS SECURING
THE SONOPRESS INDEBTEDNESS IN EXISTENCE AS OF THE DATE HEREOF; (VIII) LEASES OR
SUBLEASES AND LICENSES AND SUBLICENSES GRANTED TO OTHERS IN THE ORDINARY COURSE
OF THE COMPANY'S BUSINESS, NOT INTERFERING IN ANY MATERIAL RESPECT WITH THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE, (IX) LIENS IN
FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A MATTER OF LAW TO SECURE
PAYMENTS OF CUSTOM DUTIES IN CONNECTION WITH THE IMPORTATION OF GOODS, AND (X)
LIENS ARISING FROM JUDGMENTS, DECREES OR ATTACHMENTS IN CIRCUMSTANCES NOT
CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION 4(A)(IX).
(BB)
"PERMITTED SENIOR INDEBTEDNESS" THE PRINCIPAL OF (AND PREMIUM, IF
ANY), INTEREST ON, AND ALL FEES AND OTHER AMOUNTS (INCLUDING, WITHOUT
LIMITATION, ANY REASONABLE OUT-OF-POCKET COSTS, ENFORCEMENT EXPENSES (INCLUDING
REASONABLE OUT-OF-POCKET LEGAL FEES AND DISBURSEMENTS), COLLATERAL PROTECTION
EXPENSES AND OTHER REIMBURSEMENT OR INDEMNITY OBLIGATIONS RELATING THERETO)
PAYABLE BY COMPANY AND/OR ITS SUBSIDIARIES UNDER OR IN CONNECTION WITH THE
FOOTHILL LOAN AGREEMENT.
(CC)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION, ANY OTHER ENTITY AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY
THEREOF.
(DD)
"PRINCIPAL MARKET" MEANS THE NASDAQ GLOBAL MARKET.
(EE)
"REDEMPTION NOTICES" MEANS, COLLECTIVELY, THE EVENT OF DEFAULT
REDEMPTION NOTICES, THE CHANGE OF CONTROL REDEMPTION NOTICES AND THE INSTALLMENT
NOTICE, EACH OF THE FOREGOING, INDIVIDUALLY, A REDEMPTION NOTICE.
(FF)
"REDEMPTION PREMIUM" MEANS (I) IN THE CASE OF THE EVENTS OF
DEFAULT DESCRIBED IN SECTION 4(A)(I) - (VI) AND (IX) - (XII), 120% OR (II) IN
THE CASE OF THE EVENTS OF DEFAULT DESCRIBED IN SECTION 4(A)(VII) - (VIII), 100%.
(GG)
"REDEMPTION PRICES" MEANS, COLLECTIVELY, THE EVENT OF DEFAULT
REDEMPTION PRICE, CHANGE OF CONTROL REDEMPTION PRICE AND THE INSTALLMENT PRICE
AND, EACH OF THE FOREGOING, INDIVIDUALLY, A REDEMPTION PRICE.
(HH)
"REGISTRATION RIGHTS AGREEMENT" MEANS THAT CERTAIN REGISTRATION
RIGHTS AGREEMENT DATED AS OF THE SUBSCRIPTION DATE BY AND AMONG THE COMPANY AND
THE INITIAL HOLDERS OF THE NOTES RELATING TO, AMONG OTHER THINGS, THE
REGISTRATION OF THE RESALE OF THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE
NOTES AND EXERCISE OF THE WARRANTS AND AS INTEREST SHARES UNDER THE NOTES.
(II)
"REQUIRED HOLDERS" MEANS THE HOLDERS OF NOTES REPRESENTING AT
LEAST A MAJORITY OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES THEN
OUTSTANDING.
29
(JJ)
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
(KK)
"SECURITIES PURCHASE AGREEMENT" MEANS THAT CERTAIN SECURITIES
PURCHASE AGREEMENT DATED AS OF THE SUBSCRIPTION DATE BY AND AMONG THE COMPANY
AND THE INITIAL HOLDERS OF THE NOTES PURSUANT TO WHICH THE COMPANY ISSUED THE
NOTES.
(LL)
"SONOPRESS INDEBTEDNESS" MEANS THE "ADVANCE" INCURRED UNDER (AND
AS DEFINED IN) THE REPLICATION AGREEMENT DATED AS OF JUNE 30, 2006 BY AND
BETWEEN THE COMPANY AND SONOPRESS LLC; PROVIDED, HOWEVER, THAT (I) THE COMPANY
SHALL NOT BE PERMITTED TO EXTEND, REFINANCE OR RENEW SUCH ADVANCE, (II) THE
COMPANY SHALL NOT BE PERMITTED TO INCREASE THE OUTSTANDING AMOUNT OF SUCH
ADVANCE AS OF THE SUBSCRIPTION DATE OR TO REBORROW ANY