GIVING EFFECT TO ANY PROVISION GOVERNING SUCH SECURITY THAT
WOULD LIMIT, REDUCE OR OTHERWISE RESTRICT THE CONVERSION, EXCHANGE OR EXERCISE
FEATURES OF SUCH SECURITY) OF ANY RIGHTS, OPTIONS, WARRANTS OR SIMILAR
SECURITIES TO SUBSCRIBE FOR, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITY AND
(II) NONE OF THE INVESTOR SECURITYHOLDERS SHALL BE DEEMED TO BENEFICIALLY OWN
ANY SECURITIES OWNED BY THEIR PORTFOLIO COMPANIES AS LONG AS THE INVESTOR
SECURITYHOLDERS DID NOT DIRECTLY OR INDIRECTLY ENCOURAGE, ASSIST OR PROVIDE ANY
INFORMATION TO SUCH PORTFOLIO COMPANY IN RESPECT OF THE ACQUISITION OR VOTING OF
SUCH SECURITIES.
(D)
"BOARD REPRESENTATION ENTITLEMENT" MEANS A NUMBER OF PREFERRED
DIRECTORS (ROUNDED UP TO THE NEAREST WHOLE NUMBER) EQUAL TO THE PRODUCT OF
(X) THE TOTAL NUMBER OF MEMBERS THEN COMPRISING THE FULL BOARD (INCLUDING THE
PREFERRED DIRECTORS) AND (Y) THE LESSER OF (1) 20.0% AND (2) THE SLS DIRECTOR
BENEFICIAL OWNERSHIP PERCENTAGE; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING THE
FOREGOING, (A) AT ANY TIME THAT THE INVESTOR SECURITYHOLDERS AND THEIR
AFFILIATES IN THE AGGREGATE CEASE TO BENEFICIALLY OWN A NUMBER OF SHARES OF
SERIES A PREFERRED STOCK THAT IF THEN CONVERTED WOULD BE CONVERTIBLE INTO A
NUMBER OF SHARES OF COMMON STOCK THAT IS GREATER THAN OR EQUAL TO 7.5% OF THE
SHARES OF COMMON STOCK THEN OUTSTANDING BASED ON THE CONVERSION PRICE THAT IS IN
EFFECT AT THE TIME OF SUCH CALCULATION (INCLUDING SHARES OF SERIES A PREFERRED
STOCK PLEDGED PURSUANT TO A BOND FIDE PLEDGE BUT NOT FORECLOSED THEREON) WITHOUT
GIVING EFFECT TO THE LIMITATIONS IN SECTION 5(B), THE BOARD REPRESENTATION
ENTITLEMENT SHALL BE ZERO (0) PREFERRED DIRECTORS, (B) FROM AND AFTER THE
OCCURRENCE OF A NON-CONSTITUENT ISSUER FUNDAMENTAL CHANGE, THE BOARD
REPRESENTATION ENTITLEMENT SHALL BE ZERO (0) PREFERRED DIRECTORS AND (C) FROM
AND AFTER THE OCCURRENCE OF A FUNDAMENTAL CHANGE DESCRIBED IN CLAUSE (I) OF THE
DEFINITION THEREOF OTHER THAN A NON-CONSTITUENT ISSUER FUNDAMENTAL CHANGE, THE
BOARD REPRESENTATION ENTITLEMENT SHALL BE NO MORE THAN ONE (1) PREFERRED
DIRECTOR.
(E)
"BUSINESS DAY" MEANS ANY DAY EXCEPT A SATURDAY, SUNDAY OR OTHER
DAY ON WHICH COMMERCIAL BANKS IN NEW YORK, NEW YORK ARE AUTHORIZED OR OBLIGATED
TO CLOSE.
(F)
"CAPITAL STOCK" MEANS ANY AND ALL SHARES, INTERESTS,
PARTICIPATIONS OR OTHER EQUIVALENTS (HOWEVER DESIGNATED, WHETHER VOTING OR
NON-VOTING) OF CAPITAL STOCK, PARTNERSHIP INTERESTS (WHETHER GENERAL OR LIMITED)
OR EQUIVALENT OWNERSHIP INTERESTS IN OR ISSUED BY SUCH PERSON, AND WITH RESPECT
TO THE COMPANY INCLUDES, WITHOUT LIMITATION, ANY AND ALL SHARES OF COMMON STOCK
AND THE PREFERRED STOCK.
(G)
"CLOSING PRICE" OF THE COMMON STOCK ON ANY DATE MEANS THE CLOSING
SALE PRICE PER SHARE (OR IF NO CLOSING SALE PRICE IS REPORTED, THE AVERAGE OF
THE BID AND ASK PRICES OR, IF MORE THAN ONE IN EITHER CASE, THE AVERAGE OF THE
AVERAGE BID AND THE AVERAGE ASK PRICES) ON THAT DATE AS REPORTED IN COMPOSITE
TRANSACTIONS FOR THE PRINCIPAL U.S. SECURITIES EXCHANGE ON WHICH THE COMMON
STOCK IS LISTED OR ADMITTED FOR TRADING OR, IF THE COMMON STOCK IS NOT LISTED OR
ADMITTED FOR TRADING ON A U.S. NATIONAL