Amendments to Rule 144. On November 15, 2007 the Commission adopted changes to Rule 144 which among other things, shorten the holding period for restricted (i.e., unregistered) shares of publicly owned companies from one year to six months. There can be no assurance that the Borrower will have registered the Conversion Shares or the Warrant Shares issuable upon conversion of the Bridge Loans or the exercise of the Warrant in the Registration Statement prior to August 2008 when the same will become eligible for sale under Rule 144 or that the Borrower will then be in compliance with the public information requirements of Rule 144 necessary to allow the Lender’s use of Rule 144;
Amendments to Rule 144. Notwithstanding any other provision in this Indenture, if Rule 144 as promulgated under the Securities Act is amended to shorten the one-year period under Rule 144, then the references to “one year” in the restrictive legend of each Transfer Restricted Security shall be deemed to refer to such shorter period from and after receipt by the Trustee of the documents described in Section 2.12(d)(2) from the Company or from a Holder of a Transfer Restricted Security; provided that a Transfer Restricted Security shall not be deemed to refer to such shorter period if to do so would be prohibited by, or would otherwise cause a violation of, the U.S. federal securities laws applicable at the time. As soon as practicable after a Responsible Officer of the Company receives notice of the effectiveness of any such amendment to shorten the one-year period under Rule 144, unless causing the Transfer Restricted Securities to refer to such shorter period would otherwise be prohibited by, or would otherwise cause a violation of, the U.S. federal securities laws applicable at the time, the Company shall provide to the Trustee the documents described in Section 2.12(d)(2) respecting the effectiveness of such amendment.
