THEM OR THEIR SUBSIDIARIES FROM, OR DELIVERED BY ANY
OF THE FOREGOING TO, ANY GOVERNMENTAL ENTITY IN RESPECT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR BY ANY OTHER TRANSACTION DOCUMENT.
(B)
THE COMPANY SHALL CALL A SPECIAL MEETING OF ITS STOCKHOLDERS, AS
PROMPTLY AS REASONABLY PRACTICABLE AFTER THE DATE OF THIS AGREEMENT TO VOTE ON
PROPOSALS (COLLECTIVELY, THE "STOCKHOLDER PROPOSALS") TO (I) APPROVE THE
ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE SERIES A PREFERRED STOCK AND
SERIES B PREFERRED STOCK (INCLUDING THE SERIES B PREFERRED STOCK ISSUABLE UPON
THE EXERCISE OF THE CLASS C WARRANTS) FOR PURPOSES OF RULE 5635 OF THE NASDAQ
LISTING RULES AND (II) AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 250,000,000.
THE BOARD OF
DIRECTORS SHALL UNANIMOUSLY RECOMMEND TO THE COMPANY'S STOCKHOLDERS THAT SUCH
STOCKHOLDERS APPROVE THE STOCKHOLDER PROPOSALS, AND SHALL NOT MODIFY OR WITHDRAW
SUCH RESOLUTION.
IN CONNECTION WITH SUCH MEETING, THE COMPANY SHALL PROMPTLY
PREPARE (AND THE INVESTOR WILL REASONABLY COOPERATE WITH THE COMPANY TO PREPARE)
AND FILE (BUT IN NO EVENT MORE THAN 30 DAYS FOLLOWING THE CLOSING DATE) WITH THE
SEC A PRELIMINARY PROXY STATEMENT, SHALL USE ITS REASONABLE BEST EFFORTS TO
SOLICIT PROXIES FOR SUCH STOCKHOLDER APPROVAL, AND SHALL USE ITS REASONABLE BEST
EFFORTS TO RESPOND TO ANY COMMENTS OF THE SEC OR ITS STAFF AND TO CAUSE A
DEFINITIVE PROXY STATEMENT RELATED TO SUCH STOCKHOLDERS' MEETING TO BE MAILED TO
THE COMPANY'S STOCKHOLDERS AS PROMPTLY AS PRACTICABLE AFTER CLEARANCE BY THE
SEC.
THE COMPANY SHALL NOTIFY THE INVESTOR PROMPTLY OF THE RECEIPT OF ANY
COMMENTS FROM THE SEC OR ITS STAFF WITH RESPECT TO THE PROXY STATEMENT AND OF
ANY REQUEST BY THE SEC OR ITS STAFF FOR AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY
STATEMENT OR FOR ADDITIONAL INFORMATION AND WILL SUPPLY THE INVESTOR WITH COPIES
OF ALL CORRESPONDENCE BETWEEN THE COMPANY OR ANY OF ITS REPRESENTATIVES, ON THE
ONE HAND, AND THE SEC OR ITS STAFF, ON THE OTHER HAND, WITH RESPECT TO SUCH
PROXY STATEMENT.
IF AT ANY TIME PRIOR TO SUCH STOCKHOLDERS' MEETING THERE SHALL
OCCUR ANY EVENT THAT IS REQUIRED TO BE SET FORTH IN AN AMENDMENT OR SUPPLEMENT
TO THE PROXY STATEMENT, THE COMPANY SHALL AS PROMPTLY AS PRACTICABLE PREPARE AND
MAIL TO ITS STOCKHOLDERS SUCH AN AMENDMENT OR SUPPLEMENT.
THE INVESTOR AND THE
COMPANY EACH AGREE TO CORRECT PROMPTLY ANY INFORMATION PROVIDED BY IT OR ON ITS
BEHALF FOR USE IN THE PROXY STATEMENT IF AND TO THE EXTENT THAT SUCH INFORMATION
SHALL HAVE BECOME FALSE OR MISLEADING IN ANY MATERIAL RESPECT, AND THE
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COMPANY SHALL AS PROMPTLY AS PRACTICABLE PREPARE AND MAIL TO ITS STOCKHOLDERS AN
AMENDMENT OR SUPPLEMENT TO CORRECT SUCH INFORMATION TO THE EXTENT REQUIRED BY
APPLICABLE LAWS AND REGULATIONS.
THE COMPANY SHALL CONSULT WITH THE INVESTOR
PRIOR TO MAILING ANY PROXY STATEMENT, OR ANY AMENDMENT OR SUPPLEMENT THERETO,
AND PROVIDE THE INVESTOR WITH REASONABLE OPPORTUNITY TO COMMENT THEREON.
THE
DIRECTORS' RECOMMENDATION DESCRIBED IN THIS SECTION 3.1 SHALL