REQUIRED OF THE COMPANY UNDER THE SECURITIES
ACT, THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE TRADING MARKET;
(C)
FURNISH TO ANY HOLDER, SO LONG AS THE
HOLDER OWNS ANY REGISTRABLE SHARES, FORTHWITH ON REQUEST, (I) A WRITTEN
STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF
RULE 144, THE SECURITIES ACT AND THE EXCHANGE ACT, (II) A COPY OF THE MOST
RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND SUCH OTHER REPORTS AND
DOCUMENTS SO FILED BY THE COMPANY, AND (III) SUCH OTHER INFORMATION AS MAY BE
REASONABLY REQUESTED IN AVAILING ANY HOLDER OF ANY RULE OR REGULATION OF THE
COMMISSION THAT PERMITS THE SELLING OF ANY SUCH SECURITIES WITHOUT REGISTRATION;
AND
(D)
UNDERTAKE ANY ADDITIONAL ACTIONS REASONABLY
NECESSARY TO MAINTAIN THE AVAILABILITY OF THE USE OF RULE 144, THE COMPANY'S
ELIGIBILITY TO FILE AND MAINTAIN
CONTINUOUSLY EFFECTIVE FORM S-3 REGISTRATION STATEMENTS AND ANY FUTURE
RULES ADOPTED BY THE COMMISSION PERMITTING THE RESALE OF THE REGISTRABLE
SECURITIES.
7.
OTHER RIGHTS AND COVENANTS
(A)
BOARD OF DIRECTORS.
(I)
IN THE EVENT THE PURCHASERS EXERCISE THE
UNIT WARRANT PURSUANT TO THE WARRANT AGREEMENT AND FOR SO LONG AS THE
PURCHASERS' BENEFICIAL OWNERSHIP PERCENTAGE INTEREST IN THE COMPANY IS AT LEAST
19%, THE PURCHASERS SHALL HAVE THE RIGHT TO APPOINT AN INDIVIDUAL TO SERVE AS A
VOTING MEMBER OF THE COMPANY'S BOARD OF DIRECTORS (THE "SERIES B DIRECTOR"), THE
SOLE RIGHT TO REMOVE ANY SUCH INDIVIDUAL APPOINTED AND TO FILL ANY VACANCIES OF
A SERIES B DIRECTOR.
THIS RIGHT SHALL BE IN ADDITION TO ANY RIGHT THE
PURCHASERS MAY HAVE TO APPOINT A PREFERRED DIRECTOR AND/OR PREFERRED BOARD
OBSERVER PURSUANT TO SECTION 3(B) OF THE CERTIFICATE OF DESIGNATION OR PURSUANT
TO SECTION 7(A)(II); PROVIDED, HOWEVER, THE APPOINTMENT OF THE SERIES B DIRECTOR
SHALL BE IN LIEU OF A PREFERRED BOARD OBSERVER.
FOR PURPOSES OF THIS
SECTION 7(A)(I), BENEFICIAL OWNERSHIP SHALL BE DETERMINED IN ACCORDANCE WITH
SECTION 13(D) OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
AT ANY TIME, UPON THE WRITTEN REQUEST OF THE PURCHASERS WHOSE
BENEFICIAL OWNERSHIP PERCENTAGE INTEREST IS AT LEAST 19%, ADDRESSED TO THE
SECRETARY OF THE COMPANY, THE COMPANY WILL CALL A SPECIAL MEETING OF THE BOARD
OF DIRECTORS OR CAUSE THE EXECUTION OF A WRITTEN CONSENT OF THE BOARD OF
DIRECTORS, PURSUANT TO SECTION 141(F) OF THE DGCL, TO APPOINT, REMOVE OR FILL
ANY OPENING FOR A SERIES B DIRECTOR.
(II)
IN THE EVENT THE PURCHASERS NO LONGER HAVE
THE RIGHT PURSUANT TO SECTION 3(B) OF THE CERTIFICATE OF DESIGNATION TO APPOINT
A PREFERRED DIRECTOR AND A PREFERRED BOARD OBSERVER, SO LONG AS THE PURCHASERS
HOLD A MAJORITY OF THE SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON CONVERSION
OF THE OUTSTANDING SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK
PURCHASED BY THE PURCHASERS PURSUANT TO THE PURCHASE AGREEMENT OR THE WARRANT
AGREEMENT, THE PURCHASERS SHALL HAVE THE SPECIAL RIGHT, TO THE EXCLUSION OF ALL
OTHER CLASSES OR SERIES OF THE COMPANY'S CAPITAL STOCK, TO