Common use of Proxy Statement; Stockholders Meeting Clause in Contracts

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following If required under applicable Law in order to consummate the execution and delivery of this Agreement Merger, as promptly as practicable after Offeror purchases Company Common Stock pursuant to the Offer, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy Statement to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement. The Company shall use its reasonable best efforts to respond to any comments by the SEC or its staff to such Proxy Statement as promptly as practicable after filing. Parent shall provide all information as may be reasonably requested by the Company in connection with any such action and the Stockholders Meetingpreparation, filing and distribution of the Proxy Statement. As promptly as practicable after the SEC or its staff advises the Company that it has no further comments on the Proxy Statement, the Company shall cause the Proxy Statement shall notto be mailed to the stockholders of the Company as of the record date for the Company Stockholders’ Meeting. No filing of, on or amendment or supplement to, the date Proxy Statement will be made by the Company (including documents incorporated by reference therein) without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they are made, not false or misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or omit to state any material fact necessary to correct any statement in any earlier communication supplement describing such information shall be promptly filed with respect the SEC and, to the solicitation extent required by Law, disseminated to the stockholders of proxies the Company. The Company shall notify Parent promptly of the receipt of any comments from the SEC or the Stockholders Meeting which has become false staff of the SEC and of any request by the SEC or misleading. If the Company should discover at any time prior to staff of the Stockholders Meeting, any event relating to the Company SEC for amendments or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment supplements to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereofStatement or for additional information.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call a meeting of its stockholders (hold the “Stockholders Meeting”), which shall occur not later than the 60th day Meeting as soon as practicable after the Closing (the “Stockholders Meeting Deadline”), date hereof for the purpose of seeking approval acting upon this Agreement and the transactions to be consummated at the Second Closing to the extent requiring stockholder approval, including, without limitation, the issuance and sale of the Company’s stockholders (Series A Preferred Stock and the “Stockholder Approval”) for an increase in Warrants to the number Investors; provided, however, that at the request of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewithGSCP, the Company will promptly shall adjourn the Stockholders Meeting from time to time until all of the conditions set forth in Article VI (other than the condition set forth in Section 6.1(c) and other than those conditions that by their nature are to be satisfied at the Second Closing) are satisfied or waived, such that the Stockholders Meeting shall take place on the same day as the Second Closing in accordance with Section 2.5. The Company shall recommend that its stockholders approve this Agreement and the transactions contemplated hereby requiring such stockholder approval. The Company and the Investors shall cooperate in the preparation of the Proxy Statement to be mailed to the Company's stockholders in connection with the solicitation of such approval and shall use their reasonable best efforts to take, or cause to be taken, all actions necessary to prepare and the Proxy Statement, file the Proxy Statement with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding respond to any comments it may have, and distribute the Proxy Statement to the Company's stockholders as expeditiously as practicable; provided, that the Company shall file the Proxy Statement with the SEC no later than January 31, 2000 and the Company shall file a supplement to the Proxy Statement in connection with the execution of the SEC thereonFirst Amendment to this Agreement no later than May 15, 2000. The Company shall promptly mail such proxy materials give the Investors a reasonable opportunity to review and comment on the Proxy Statement and related communications with stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement Investors shall not, on have the date that right to consent to any descriptions of or references to (i) the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries Investors or any of their respective Affiliates, officers or directors that is required to be set forth and (ii) the Transaction Documents and the other agreements executed concurrently therewith and the transactions contemplated thereby in a supplement or amendment to the Proxy StatementStatement or such communications, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereofwhich consent shall not be unreasonably withheld or delayed.

Proxy Statement; Stockholders Meeting. (ai) Promptly As promptly as possible, but in no event later than 15 business days following the execution and delivery of this Agreement Initial Closing, the Company shall take all action necessary to call a meeting of its stockholders (together with any adjournments or postponements thereof, the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval the Required Stockholder Approval for the issuance and sale to the Purchasers of the Company’s stockholders Shares to be sold pursuant to the Subsequent Closing and for all matters to be voted upon incident thereto (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (collectively, the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement (as amended or supplemented, the “Proxy Statement”) and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC Commission thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor Purchaser shall promptly furnish in writing to the Company such information relating to such Investor Purchaser and its investment in the Company as the Company may reasonably request for inclusion in such proxy materials; provided that no Purchaser shall be obliged to furnish any such information if there has been no change in such Purchaser’s beneficial ownership (as defined under the Proxy StatementExchange Act) of Common Stock since the Initial Closing Date. The Company will comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Stockholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, Subsequent Closing any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Exchange Act, the Company will promptly inform its stockholders and the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly On or before the 120th day following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose Company shall hold a meeting of seeking its stockholders (which meeting may be an annual or special meeting) (the “Stockholders Meeting”) at which the Company shall seek, and use its best efforts to obtain, approval of from the Company’s stockholders for: (i) amendments to the “Stockholder Approval”) for an Company’s Certificate of Incorporation to increase in the total number of shares of authorized Common Stock authorized for issuance by the Company to not less than 100,000,000 shares; (ii) the Exchange; and (iii) any stockholder approvals required by the listing standards of the Nasdaq Global Market (together, the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “ProposalProposals”). In connection therewith, the Company will promptly prepare and promptly file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor Purchaser shall promptly furnish in writing to the Company such information relating to such Investor Purchaser and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries the Subsidiary or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Exchange Act, the Company will promptly inform the Investors Purchasers thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly As promptly as possible, but in no event later than 15 business days following the execution and delivery of this Agreement Closing, the Company shall take all action necessary to call a meeting of its stockholders (together with any adjournments or postponements thereof, the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders (Required Stockholder Approval for the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement (as amended or supplemented, the “Proxy Statement”) and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC Commission thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in such proxy materials; provided that no Investor shall be obliged to furnish any such information if there has been no change in such Investor’s beneficial ownership (as defined under the Proxy StatementExchange Act) of Common Stock since the Closing Date. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Stockholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, Meeting any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform its stockholders and the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ") for the purpose of seeking approval of the Company’s 's stockholders for the issuance and sale of the Shares to the Investors (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “"Proposal”"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders shareholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover discover, at any time prior to the Stockholders MeetingClosing, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing April 15, 2019 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for (i) the authorization of 1,000,000 shares of “blank check” preferred stock and (ii) the issuance and sale to the Investors of the Securities (including all of the Conversion Shares issuable upon the full conversion of the Shares and all of the Warrant Shares issuable upon the full exercise of the Warrants) (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “ProposalProposals”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly As soon as reasonably practicable following the execution and delivery date of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") in connection with the Merger, and form of proxy) for use at the Stockholders Meeting andparties shall file, after receiving if necessary, any other statement or schedule relating to this Agreement and promptly responding to any comments of the SEC thereontransactions contemplated hereby; provided, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to however, that the Company such shall not be in breach of this Section 5.6 if Parent shall fail to provide any information relating to such Investor and its investment in reasonably necessary for the Company as the Company may reasonably request for inclusion in preparation of the Proxy Statement. The Company will comply with Section 14(a) Each of the 1934 Act Company, Parent and the rules promulgated thereunder Purchaser shall use their respective reasonable efforts to furnish the information required to be included by the SEC in relation the Proxy Statement and any such statement or schedule. After consultation with Parent, the Company shall respond promptly to any proxy statement (as amended or supplemented, comments made by the “SEC with respect to the Proxy Statement”) Statement and any form of proxy cause a definitive Proxy Statement to be sent mailed to the stockholders of the Company in connection with the Stockholders Meetingits stockholders, and the Proxy Statement parties shall notrespond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, on the date that or amendment or supplement to, the Proxy Statement (or any other statement or schedule will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Parent or the Purchaser without providing the Company a reasonable opportunity to review and comment thereon. If at any time after the date the Proxy Statement is mailed to the Company's stockholders and prior to the Stockholders' Meeting any information relating to the Company, Parent, the Purchaser or any of their respective affiliates, officers or directors, should be discovered by the Company, Parent or the Purchaser which is required to be set forth in an amendment thereof or supplement thereto) is first mailed to stockholders the Proxy Statement or at the time any other statement or schedule, so that none of the Stockholders Meeting, contain Proxy Statement and any such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not false or misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or omit to state any material fact necessary to correct any statement in any earlier communication supplement describing such information shall be promptly filed with respect the SEC and, to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior extent required by Law, disseminated to the Stockholders Meeting, any event relating to the Company or any stockholders of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call hold a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day as soon as practicable after the Closing (the “Stockholders Meeting Deadline”), date hereof for the purpose of seeking approval acting upon this Agreement and the transactions contemplated hereby and by the other Transaction Documents to the extent requiring stockholder approval, including, without limitation, the issuance and sale of Preferred Stock and Warrants to the Purchaser in connection with the Second Purchase, the amendment of the Company’s stockholders certificate of incorporation of the Company as set forth on Exhibit 4.5, and the election to the Board of Directors of a number of persons designated by the Purchaser who will constitute a majority of the Board of Directors of the Company immediately following the Second Closing (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”"Purchaser Designees"). In connection therewithUnless the Board of Directors shall have determined in good faith, after consultation with and based upon the advice of its financial and outside legal advisors, that doing so would constitute a breach of their fiduciary duty under applicable Law, the Company will promptly shall recommend that its stockholders approve this Agreement and such transactions. The Board of Directors shall give the Purchaser prompt written notice of any determination by the Board of Directors not to recommend this Agreement and such transactions, or any determination to withdraw, modify or change any such recommendation. The Company and the Purchaser shall cooperate in the preparation of the Proxy Statement to be mailed to the Company's stockholders in connection with the solicitation of their approval of this Agreement and the transactions described above, and shall use their reasonable best efforts to take, or cause to be taken, all actions necessary to prepare and the Proxy Statement, file the Proxy Statement with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding respond to any comments it may have, and distribute the Proxy Statement to the Company's stockholders as expeditiously as practicable. At least ten days prior to the filing of the SEC thereonProxy Statement with the SEC, Purchaser shall promptly mail such proxy materials notify the Company of the identity of the Purchaser Designees designated by the Purchaser to serve on the Board of Directors at and following the Initial Closing. The Company shall give the Purchaser a reasonable opportunity to review and comment on the Proxy Statement and related communications with stockholders of the Company. Each Investor , and the Purchaser shall promptly furnish in writing have the right to consent to any descriptions of or references to (i) the Company such information relating to such Investor Purchaser or the Purchaser Designees or any Affiliate of any of the foregoing, and its investment in (ii) the Company as Transaction Documents and the Company may reasonably request for inclusion other agreements executed concurrently therewith and the transactions contemplated thereby in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended Statement or supplementedsuch communications, the “Proxy Statement”) and any form of proxy to which consent shall not be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (unreasonably withheld or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereofdelayed.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, if required, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Securities (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders MeetingClosing, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following As promptly as practicable after the execution and delivery of this Agreement the Company Audited Financial Statements, Purchaser shall take all action necessary prepare, with the reasonable assistance of the Company, and will file with the SEC, a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser stockholders in conjunction with the Stockholder Approval. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to call a vote, at an extraordinary general meeting of its Purchaser stockholders to be called and held for such purpose (the “Stockholders Meeting”), which in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, (ii) the appointment of the members of the Post-Closing Board in accordance with Section 5.13 hereof, (iii) such other matters as Purchaser and Seller shall occur not later than hereafter mutually determine to be necessary or appropriate in order to effect the 60th day after the Closing transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iii), collectively, the “Stockholders Meeting DeadlineStockholder Approval Matters”), and (iv) the adjournment of the Stockholders Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the purpose Stockholders Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of seeking shares to obtain the approval of the Company’s stockholders Stockholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Stockholder Meeting. Purchaser shall cooperate and provide Seller (and its counsel) with a reasonable opportunity to review and comment on the “Stockholder Approval”) for an increase in Proxy Statement and any amendment or supplement thereto before Purchaser files the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file same with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, SEC. Seller shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company provide Purchaser with such information relating to such Investor concerning Seller and its investment in the Company as the Company stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may reasonably request be required or appropriate for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act , or in any amendments or supplements thereto, which information provided by Seller shall be true and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) correct and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statementmade, in addition to light of the Company's obligations circumstances under the 1934 Actwhich they were made, the Company will promptly inform the Investors thereofnot materially misleading.

Proxy Statement; Stockholders Meeting. (a) Promptly The Company shall as promptly as practicable following the execution and delivery date of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day and in any event within five calendar days after the Closing (date of this Agreement) prepare and mail a proxy statement relating to the “Stockholders Meeting Deadline”), for the purpose of seeking approval meeting of the Company’s stockholders to be held in connection with the Merger (as amended or supplemented from time to time, the “Stockholder ApprovalProxy Statement”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing The Company will provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents related to the Company such information relating to such Investor and its investment in meeting of stockholders of the Company as to be held in connection with the Company may reasonably request for inclusion in Merger (the Proxy Statement“Stockholders Meeting”) prior to mailing such documents to the Company’s stockholders. The Company will comply with Section 14(a) of include in the 1934 Act Proxy Statement and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent such other documents related to the Stockholders Meeting all comments reasonably and promptly proposed by the Parent or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. The Company will take all reasonable care to ensure that Proxy Statement will not, at the date the Proxy Statement is mailed to stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication by the Company with respect to information or statements made in the solicitation Proxy Statement based on information regarding Parent or its Affiliates supplied by or on behalf of proxies Parent or its Affiliates for inclusion or incorporation by reference therein. The Company has taken and will take all reasonable care to ensure that any information notified publicly in connection with the Merger, including, without limitation, the Proxy Statement and any other announcements relating to the Merger, is made in accordance with the AIM Rules (including AIM Rules 10, 13 and 41, as applicable) and the OTC Rules. Subject to S ection 6.2 of this Agreement, the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene the Stockholders Meeting which has become false or misleading. If as promptly as practicable after the mailing of the Proxy Statement, and in any event within 30 calendar days after the date of this Agreement, to consider and vote upon the adoption of this Agreement and approval of the delisting of the Company should discover at any Common Stock from AIM and to cause such vote to be taken, and shall not postpone or adjourn such meeting except to the extent required by Law or, if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting or if holders of an insufficient number of shares of Company Common Stock have delivered proxies voting in favor of the adoption of this Agreement and the delisting from AIM to provide the Requisite Company Vote. Subject to Section 6.2 of this Agreement, the Company Board shall recommend such adoption and approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. The Company agrees (i) to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports) and (ii) to give written notice to Parent one day prior to the Stockholders Meeting and on the day of, but prior to the Stockholders Meeting, any event relating indicating whether as of such date sufficient proxies representing the Requisite Company Vote have been obtained. Except in the case of a Company Adverse Recommendation Change, Parent may require the Company to, and if so required the Company shall, adjourn or postpone the Stockholders Meeting if, as of the time for which such meeting is originally scheduled, there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting or if on the date of such meeting the Company has not received proxies representing a sufficient number of Shares necessary to obtain the Requisite Company Vote. Notwithstanding the foregoing Sections 6.3(a)-(d), this Section 6.3 shall not apply to the extent that Company or any and Parent agree that a meeting of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under ’s stockholders in connection with the 1934 Act, Merger is not required by the Company will promptly inform DGCL and the Investors thereofAIM Rules.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ") for the purpose of seeking approval of the Company’s 's stockholders for (i) the issuance and sale to the Investors of the Securities, and (ii) the Reverse Split (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”"Proposals"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders MeetingClosing, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly As promptly as reasonably practicable following the execution and delivery date of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file a preliminary Proxy Statement with the SEC, which shall, subject to Section 6.7, include the Company Recommendation. The Investor shall cooperate with the Company in the preparation of the Proxy Statement, and shall furnish all information concerning the Investor or its Affiliates as the Company may reasonably request in the connection with the preparation and clearance of the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC proxy materials as promptly as practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (including a proxy statement and form of proxyor in each case, any amendment or supplement thereto) for use at the Stockholders Meeting and, after receiving and promptly or responding to any comments of the SEC thereonwith respect thereto, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company shall provide the Investor with a reasonable opportunity to review and comment on such document or response and shall consider in good faith any comments on such document or response proposed by the Investor and, in any event, the Company agrees that all information relating to such the Investor and or any of its investment in the Company as the Company may reasonably request for inclusion Affiliates included in the Proxy Statement, such amendments, supplements or responses shall be in form and content reasonably satisfactory to the Investor. The Company will comply with Section 14(ashall notify the Investor promptly (and, in any event, within 24 hours) of the 1934 Act receipt of any comments to the Proxy Statement from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will promptly (and, in any event, within 24 hours) supply the Investor with copies of all correspondence between the Company and the rules promulgated thereunder in relation to any proxy statement (as amended SEC or supplemented, the “Proxy Statement”) and any form of proxy to be sent its staff with respect to the stockholders of Proxy Statement or the Contemplated Transactions. All filings by the Company with the SEC in connection with the Stockholders Meeting, and all mailings by the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect Company to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth Company’s stockholders (in a supplement or amendment addition to the Proxy Statement, ) in addition connection therewith shall be subject to the Company's obligations under same review and comment procedures as set forth in the 1934 Act, the Company will promptly inform the Investors thereofforegoing sentences of this Section 6.12.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Agreement. The Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ") for the purpose of seeking approval of the Company’s 's stockholders for the issuance and sale to the Investors of the Remaining Securities, together with the Conversion Shares and Warrant Shares related thereto (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “"Proposal”"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders shareholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders MeetingSecond Closing, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call hold a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day as soon as practicable after the Closing (the “Stockholders Meeting Deadline”), date hereof for the purpose of seeking approval acting upon this Agreement and the transactions contemplated hereby and by the other Transaction Documents to the extent requiring stockholder approval, including, without limitation, the issuance and sale of Preferred Stock and Warrants to the Purchaser in connection with the Second Purchase, the amendment of the Company’s stockholders certificate of incorporation of the Company as set forth on Exhibit 4.5, and the election to the Board of Directors of a number of persons designated by the Purchaser who will constitute a majority of the Board of Directors of the Company immediately following the Second Closing (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”"Purchaser Designees"). In connection therewithUnless the Board of Directors shall have determined in good faith, after consultation with and based upon the advice of its financial and outside legal advisors, that doing so would constitute a breach of their fiduciary duty under applicable Law, the Company will promptly shall recommend that its stockholders approve this Agreement and such transactions. The Board of Directors shall give the Purchaser prompt written notice of any determination by the Board of Directors not to recommend this Agreement and such transactions, or any determination to withdraw, modify or change any such recommendation. The Company and the Purchaser shall cooperate in the preparation of the Proxy Statement to be mailed to the Company's stockholders in connection with the solicitation of their approval of this Agreement and the transactions described above, and shall use their reasonable best efforts to take, or cause to be taken, all actions necessary to prepare and the Proxy Statement, file the Proxy Statement with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding respond to any comments it may have, and distribute the Proxy Statement to the Company's stockholders as expeditiously as practicable. At least ten days prior to the filing of the SEC thereonProxy Statement with the SEC, Purchaser shall promptly mail such proxy materials notify the Company of the identity of the Purchaser Designees designated by the Purchaser to serve on the Board of Directors at and following the Initial Closing. The Company shall give the Purchaser a reasonable opportunity to review and comment on the Proxy Statement and related communications with stockholders of the Company. Each Investor , and the Purchaser shall promptly furnish in writing have the right to consent to any descriptions of or references to (i)the Purchaser or the Company such information relating to such Investor Purchaser Designees or any Affiliate of any of the foregoing, and its investment in (ii)the Transaction Documents and the Company as other agreements executed concurrently therewith and the Company may reasonably request for inclusion transactions contemplated thereby in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended Statement or supplementedsuch communications, the “Proxy Statement”) and any form of proxy to which consent shall not be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (unreasonably withheld or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereofdelayed.

Proxy Statement; Stockholders Meeting. (a) Promptly following In connection with the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”)PLM Stockholder Approval, which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company date hereof PLM will promptly prepare and file with the SEC proxy materials (including a proxy statement (the "PLM Proxy Statement"), soliciting the PLM Stockholder Approval. The PLM Proxy Statement shall be filed no later than the date that the proxy statement for the annual meeting of PLM is filed and form such proxy statement for such annual meeting may comprise part of proxy) for use at the Stockholders Meeting and, after receiving and PLM Proxy Statement. PLM will promptly responding respond to any comments of the SEC, and will cause the PLM Proxy Statement to be mailed to all stockholders of PLM at the earliest practicable time and in any event no later than the proxy statement for the annual meeting of PLM, notwithstanding any exercise of its fiduciary-out pursuant to Section 5.12. PLM will notify Buyer promptly upon the receipt of any comments from the SEC thereon, shall promptly mail such proxy materials or its staff of any request by the SEC or its staff for amendments or supplements to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request PLM Proxy Statement or for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meetingadditional information, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time will supply Buyer with all such portions of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company correspondence between such party or any of its Subsidiaries representatives, on the one hand, and the SEC or any of their respective Affiliatesits staff, officers or directors that is required to be set forth in a supplement or amendment on the other hand, as relate to the PLM Proxy Statement, in addition Statement insofar as it relates to the Company's obligations under transaction the 1934 Actsubject of this Agreement. Buyer shall be afforded a reasonable opportunity to review the PLM Proxy Statement and all other related proxy materials insofar as affecting Buyer. PLM shall duly call, hold and convene its stockholders' meeting to obtain the PLM Stockholder Approval as promptly as practicable after the date on which the PLM Proxy Statement is mailed to its stockholders. PLM shall solicit from its stockholders proxies in favor of the PLM Stockholder Approval, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware General Corporation Law and the certificate of incorporation and bylaws of the Company to obtain such approval. Unless acting in compliance with the specific terms of the fiduciary-out provided pursuant to Section 5.12, the Company will promptly inform Board of Directors of PLM shall unanimously recommend that PLM's stockholders vote in favor of the Investors thereofPLM Stockholder Approval, the PLM Proxy Statement shall include a statement to such effect, and neither the Board of Directors of PLM nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify such unanimous recommendation.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing April 30, 2005 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for (i) the issuance and sale to the Investors of the Securities and (ii), the Reverse Split, (iii) the adoption of the Stock Option Plan (as defined below) and (iv) the increase in the Company’s capital stock in at least an amount as will allow the Company to satisfy its obligations under the Transaction Documents (including the conversion of the Notes and the Series M Preferred Stock) and under any other agreements or arrangements entered into by the Company prior to the date hereof (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Capital Increase”) from 200,000,000 to no less than 500,000,000 shares (collectively, the “ProposalProposals”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) i. Promptly following the execution and delivery of this Agreement Final Closing, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than 60 days following the 60th day after the Final Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) of the Company’s stockholders, among other things, for an increase (w) the issuance of all Conversion Shares upon full conversion of the Series B Preferred Stock (as defined in the number Certificate of Designation), (x) the issuance of all shares of authorized Common Stock issuable upon full exercise of the Series B Warrants and the Exchange Warrants, (y) the Subsequent Financing (as defined in the Certificate of Designation) exchange rights pursuant to Section 8 of the Certificate of Designation and (z) the participation of certain directors and officers of the Company as Investors, as applicable, in the Exchange and offering of the Securities for Cash Consideration hereunder, each in accordance with applicable law, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, and the applicable requirements of the Trading Market (as defined in the Certificate of Designation) (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “ProposalProposals”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which meeting shall occur not later than the 60th day after the Closing June 30, 2006 (the “Stockholders Meeting Deadline”) (and shall use its commercially reasonable efforts to call the Stockholders Meeting prior to May 15, 2006), for the purpose purpose, inter alia, of seeking the approval of the Company’s stockholders (to permit, in compliance with Rule 43520(i) of the “Stockholder Approval”) for an increase in NASDAQ Marketplace Rules, the number exercise price of shares the Warrants to be reduced to a price less than the closing bid price of authorized the Common Stock (on the “Share Increase”) from 200,000,000 Trading Day immediately preceding the Closing Date pursuant to no less than 500,000,000 shares Section 9 of the Warrants (the “Proposal”). In connection therewith, a reasonable period of time prior to the Stockholders Meeting Deadline, the Company will promptly shall prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will shall comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If ; provided that the Company should discover at shall not be responsible for any time prior to information (i) provided by an Investor for inclusion in the Stockholders Meeting, any event relating to Proxy Statement and relied upon by the Company in good faith, or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is (ii) required to be set forth provided by any Investor for inclusion in a supplement or amendment to the Proxy Statement, in addition Statement pursuant to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereofSection 4.10(b) but not so provided.

Proxy Statement; Stockholders Meeting. (ai) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”"), which shall occur promptly following the Company’s next annual stockholders meeting scheduled for June 23, 2005, but not later than the 60th day after the Closing September 30, 2005 (the “"Stockholders Meeting Deadline”"), for the purpose of seeking approval of the Company's stockholders to certain actions including, without limitation, the amendment to the Company’s stockholders (Certificate of Incorporation to increase the “Stockholder Approval”) for an increase in the authorized number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no not less than 500,000,000 shares 100,000,000 (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor Purchaser shall promptly furnish in writing to the Company such information relating to such Investor Purchaser and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Exchange Act, the Company will promptly inform the Investors Purchasers thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly As soon as reasonably practicable following the execution and delivery date of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not but in no event later than ten (10) days following the 60th day after the Closing (the “Stockholders Meeting Deadline”date of this Agreement), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) in connection with the Merger, and form the parties will file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby; provided, however, that the Company will not be in breach of proxythis Section 5.6 if the Company fails to file the Proxy Statement solely due to a failure by Parent to provide any information reasonably necessary for the preparation of the Proxy Statement. The Proxy Statement will include the recommendation of the Special Committee and the Board in favor of this Agreement and the Merger (the “Company Recommendation”); provided that the Special Committee and the Board may withdraw the Company Recommendation pursuant to Section 5.2(h). Each of the Company, Parent and Acquisition Subsidiary will use commercially reasonable efforts to furnish the information required to be included by the SEC in the Proxy Statement and any such statement or schedule. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company will, in consultation with Parent, prepare and the Company will file any required amendments to the Proxy Statement with the SEC. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent 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 the Proxy Statement. Prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) for use at the Stockholders Meeting and, after receiving and promptly or responding to any comments of the SEC thereonwith respect thereto, shall the Company will provide Parent with an opportunity to review and comment on such document or response and will give due consideration to including in such document or response comments reasonably and timely proposed by Parent. As promptly as practicable after the clearance of the Proxy Statement by the SEC or notification by the SEC that it will not be reviewing the Proxy Statement (the “SEC Clearance Date”), the Company will mail such the Proxy Statement and all other proxy materials to the stockholders holders of shares of Company Common Stock. If the SEC has failed to affirmatively notify the Company within ten (10) days after the filing of the CompanyProxy Statement with the SEC that it will not be reviewing the Proxy Statement, then the Company will use its reasonable best efforts to obtain such affirmative clearance of the Proxy Statement from the SEC and the date on which the Company receives such affirmative clearance will be the “SEC Clearance Date” for purposes of this Agreement. Each Investor shall promptly furnish in writing If at any time after the date the Proxy Statement is mailed to the Company such Company’s stockholders and prior to the Stockholders’ 43 Meeting, any information relating to such Investor the Company, Parent, Acquisition Subsidiary, or any of their respective affiliates, officers, or directors, is discovered by the Company, Parent, or Acquisition Subsidiary and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy is required to be sent set forth in an amendment or supplement to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date or any other statement or schedule so that none of the Proxy Statement (and any such statement or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain schedule will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein (in light of the circumstances under which they were made) not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or party that discovers such information will promptly notify the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, other parties hereto and the Company will promptly inform file with the Investors thereofSEC an appropriate amendment or supplement describing such information and, to the extent required by law, disseminate such amendment or supplement to the stockholders of the Company.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th sixtieth (60th) day after following the Closing Signing Date (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Securities (the “Proposal”)) to be issued and sold at the Second Closing. In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) and, after providing the Lead Investor and Lead Investor Counsel with an opportunity to review and comment on such proxy materials, file with the SEC such proxy materials for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Prior to responding to any comments of the SEC on such proxy materials, the Company shall furnish to the Lead Investor and Lead Investor Counsel a copy of any correspondence from the SEC relating the proxy materials and the proposed response to the SEC’s comments and provide the Lead Investor and Lead Investor Counsel with the opportunity to review and comment on such proposed response to the SEC. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy StatementStatement (as defined below). The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing December 28, 2009 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders holders of record of the Company’s voting equity securities as of the record date for the Stockholders Meeting. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply in all material respects with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (ai) Promptly following the execution and delivery of this Agreement Closing, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing May 31, 2015 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for, among other things, the “Stockholder Approval”) for an increase in issuance and sale of the number of shares of authorized Common Stock (Securities to the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Purchasers (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection therewithwith the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor Purchaser shall promptly furnish in writing to the Company such information relating to such Investor Purchaser and its investment in the Company as the Company may reasonably request for inclusion in the each Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting, and the each Proxy Statement shall not, on the date that the such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or any Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting or, if applicable, any Subsequent Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the applicable Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof. The date on which the Proposal is approved by the Company’s stockholders is referred to herein as the “Approval Date.”

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Signing Date, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than than, (x) if the 60th Proxy Statement shall not have been reviewed by the Staff of the SEC (e.g., it shall have received a no-review or non-response within the applicable ten-day period), the sixtieth (60th) day, otherwise, (y) the seventy-fifth (75th) day, after the Closing Signing Date (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase issuance and sale to the Investors of the Securities on the terms and conditions set forth in each of the number Transaction Documents so that the restrictions on voting, exercise and conversion need not remain in effect under the rules of shares of authorized Common the NASDAQ Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Market (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) and, after providing the Lead Investor and Placement Agent Counsel with an opportunity to review and comment on such proxy materials provided that if the Company receives no response within two (2) Business Days of furnishing such proxy materials, it shall be free to file the proxy materials, file with the SEC, within fifteen (15) days after the Signing Date, such proxy materials for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Prior to responding to any comments of the SEC on such proxy materials, the Company shall furnish to the Lead Investor and Placement Agent Counsel a copy of any correspondence from the SEC relating the proxy materials and the proposed response to the SEC’s comments and provide the Lead Investor and Placement Agent Counsel with the opportunity to review and comment on such proposed response to the SEC, provided that if the Company receives no response within two (2) Business Days of furnishing such materials, it shall be free to file its proposed response. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Placement Agent and the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders for (the “Stockholder Approval”i) for an increase in the total number of authorized shares of authorized Common Stock to 100,000,000 shares and (ii) the issuance and sale to the Investors of the Securities, including any change of control which may be deemed to occur in connection therewith (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “ProposalProposals”). In the event that the Proposals are not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call one additional meeting of its stockholders (the “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposals, to be held no more than one year after the Closing Date, to the extent reasonably practicable. In connection therewithwith the Stockholders Meeting and, if applicable, the Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, the Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, the Subsequent Stockholders Meeting, and the each Proxy Statement shall not, on the date that the such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or the Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting or the Subsequent Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating Each Investor shall promptly furnish in writing to the Company or any of such information relating to such Investor and its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth investment in a supplement or amendment to the Company as the Company may reasonably request for inclusion in each Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”"), which shall occur not later than the 60th day after the Closing May 15, 2007 (the “"Stockholders Meeting Deadline”"), for the purpose of seeking approval of the Company’s 's stockholders for (i) the “Stockholder Approval”issuance and sale to the Investors of the Remaining Securities and (ii) for an increase the full adjustment of the Warrants in accordance with the number provisions of shares of authorized Common Stock Section 8(f)(8) thereof (collectively, the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”"Proposals"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement, which information shall not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly The Company shall as promptly as practicable following the execution and delivery date of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day and in any event within five calendar days after the Closing (date of this Agreement) prepare and mail a proxy statement relating to the “Stockholders Meeting Deadline”), for the purpose of seeking approval meeting of the Company’s stockholders to be held in connection with the Merger (as amended or supplemented from time to time, the “Stockholder ApprovalProxy Statement”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing The Company will provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents related to the Company such information relating to such Investor and its investment in meeting of stockholders of the Company as to be held in connection with the Company may reasonably request for inclusion in Merger (the Proxy Statement“Stockholders Meeting”) prior to mailing such documents to the Company’s stockholders. The Company will comply with Section 14(a) of include in the 1934 Act Proxy Statement and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent such other documents related to the Stockholders Meeting all comments reasonably and promptly proposed by the Parent or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. The Company will take all reasonable care to ensure that Proxy Statement will not, at the date the Proxy Statement is mailed to stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication by the Company with respect to information or statements made in the solicitation Proxy Statement based on information regarding Parent or its Affiliates supplied by or on behalf of proxies Parent or its Affiliates for inclusion or incorporation by reference therein. The Company has taken and will take all reasonable care to ensure that any information notified publicly in connection with the Merger, including, without limitation, the Proxy Statement and any other announcements relating to the Merger, is made in accordance with the AIM Rules (including AIM Rules 10, 13 and 41, as applicable) and the OTC Rules. Subject to Section 6.2 of this Agreement, the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene the Stockholders Meeting which has become false or misleading. If as promptly as practicable after the mailing of the Proxy Statement, and in any event within 30 calendar days after the date of this Agreement, to consider and vote upon the adoption of this Agreement and approval of the delisting of the Company should discover at any Common Stock from AIM and to cause such vote to be taken, and shall not postpone or adjourn such meeting except to the extent required by Law or, if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting or if holders of an insufficient number of shares of Company Common Stock have delivered proxies voting in favor of the adoption of this Agreement and the delisting from AIM to provide the Requisite Company Vote. Subject to Section 6.2 of this Agreement, the Company Board shall recommend such adoption and approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. The Company agrees (i) to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports) and (ii) to give written notice to Parent one day prior to the Stockholders Meeting and on the day of, but prior to the Stockholders Meeting, any event relating indicating whether as of such date sufficient proxies representing the Requisite Company Vote have been obtained. Except in the case of a Company Adverse Recommendation Change, Parent may require the Company to, and if so required the Company shall, adjourn or postpone the Stockholders Meeting if, as of the time for which such meeting is originally scheduled, there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting or if on the date of such meeting the Company has not received proxies representing a sufficient number of Shares necessary to obtain the Requisite Company Vote. Notwithstanding the foregoing Sections 6.3(a)-(d), this Section 6.3 shall not apply to the extent that Company or any and Parent agree that a meeting of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under ’s stockholders in connection with the 1934 Act, Merger is not required by the Company will promptly inform DGCL and the Investors thereofAIM Rules.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders for (i) the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares the Securities and the issuance and sale to the Other Investors of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Other Securities (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing September 30, 2010 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Securities under Nasdaq rules (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call a an annual meeting of its stockholders (the “"Stockholders Meeting”"), which shall occur conclude not later than the 60th day after the Closing December 31, 2006 (the “"Stockholders Meeting Deadline”"), for the purpose of of, among other things, seeking approval of the Company’s 's stockholders for the following proposals (collectively, the “Stockholder Approval”"Proposals"): (i) for an increase in the number issuance and sale to the Investors of shares of authorized Common Stock the Conversion Shares and the Warrant Shares pursuant to Nasdaq Marketplace Rule 4350(i) and (ii) the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”)Amendment. In connection therewith, the Company will promptly will, in accordance with its customary practice for annual meetings, prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which meeting shall occur not later than the 60th day after the Closing June 30, 2007 (the “Stockholders Meeting Deadline”) (and shall use its commercially reasonable efforts to call the Stockholders Meeting prior to May 15, 2007), for the purpose purpose, inter alia, of seeking the approval of the Company’s stockholders (to permit, in compliance with Rule 4350(i) of the “Stockholder Approval”) for an increase in NASDAQ Marketplace Rules, the number exercise price of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 Warrants to no be reduced to a price less than 500,000,000 shares the Floor Price (as defined in Section 9(d)(4) of the Warrants) (the “Proposal”). In connection therewith, a reasonable period of time prior to the Stockholders Meeting Deadline, the Company will promptly shall prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will shall comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If ; provided that the Company should discover at shall not be responsible for any time prior to information (i) provided by an Investor for inclusion in the Stockholders Meeting, any event relating to Proxy Statement and relied upon by the Company in good faith, or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is (ii) required to be set forth provided by any Investor for inclusion in a supplement or amendment to the Proxy Statement, in addition Statement pursuant to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereofSection 4.10(b) but not so provided.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing April 15, 2014 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Securities (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection therewithwith the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the each Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting, and the each Proxy Statement shall not, on the date that the such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or any Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting or, if applicable, any Subsequent Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the applicable Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Closing Date the Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”"), which shall occur not later than the 60th day 120 days after the Closing Date (the “"Stockholders Meeting Deadline”"), for the purpose of seeking approval of the Company’s 's stockholders for the Recapitalization (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “"Proposal”"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following As promptly as reasonably practicable after the execution and delivery date of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and shall use its reasonable best efforts to file with the SEC proxy materials the Proxy Statement in preliminary form no later than fifteen (15) business days after the date of this Agreement. Unless the Board of Directors has made a Company Adverse Recommendation Change, the Proxy Statement shall include the Company Board Recommendation. The Company shall respond as promptly as reasonably practicable to all comments received from the SEC or its staff concerning the Proxy Statement. Except in the case of any filing made, or response provided, after a Company Adverse Recommendation Change, prior to filing the Proxy Statement (including a proxy statement and form of proxyany amendment or supplement thereto) for use at with the Stockholders Meeting and, after receiving and promptly SEC or responding to any comments of the SEC thereonor its staff concerning the Proxy Statement, the Company shall afford Parent a reasonable opportunity to review and propose comments on such Proxy Statement (or such amendment or supplement thereto) or such response, and the Company shall reasonably consider in good faith any such comments reasonably proposed by Parent. The Company shall notify Parent as promptly mail such proxy materials to the stockholders as practicable of the Company. Each Investor ’s receipt of any comments (whether written or oral) from the SEC or its staff concerning the Proxy Statement or any request by the SEC for any amendment or supplement to the Proxy Statement, and the Company shall promptly furnish in writing to provide Parent with copies of all correspondence between the Company such information relating to such Investor Company, on the one hand, and the SEC or its investment in staff, on the Company as the Company may reasonably request for inclusion in other hand, concerning the Proxy Statement. The Company will comply with Section 14(a) of shall file the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “definitive Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection Statement with the Stockholders MeetingSEC, and the Company shall use commercially reasonable efforts to cause the Proxy Statement shall notto be mailed to the Company’s stockholders, as soon as reasonably practicable after the SEC confirms that it has no further comments on the date that the Proxy Statement (or confirms that it has no comments to, or will not further review, the Proxy Statement) (such date, the “Clearance Date”) (and in any amendment thereof or supplement theretoevent no later than three (3) is first mailed to stockholders or at business 37 days following the time Clearance Date). Parent and Merger Sub shall cooperate with the Company and its counsel in connection with the actions contemplated by this Section 5.3(a) (including the preparation, filing and distribution of the Stockholders Meeting, contain Proxy Statement and the resolution of any untrue statement of a material fact comments received from the SEC or omit to state any material fact necessary in order to make its staff concerning the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating Proxy Statement) and shall promptly furnish to the Company and its counsel in writing any and all information relating to Parent or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing May 31, 2020 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for the issuance and sale to the Investors of the Securities (including all of the “Stockholder Approval”Conversion Shares issuable upon the full conversion of the Shares and all of the Warrant Shares issuable upon the full exercise of the Warrants) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the The Company shall take all action necessary to call a an annual meeting of its stockholders (the “"Stockholders Meeting”"), which shall occur conclude not later than the 60th day after the Closing December 31, 2006 (the “"Stockholders Meeting Deadline”"), for the purpose of of, among other things, seeking approval of the Company’s 's stockholders for the following proposals (collectively, the “Stockholder Approval”"Proposals"): (i) for an increase in the number issuance and sale to the Investors of shares of authorized Common Stock the Notes and applicable Warrant Shares pursuant to Nasdaq Marketplace Rule 4350(i) and (ii) the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”)Amendment. In connection therewith, the Company will promptly will, in accordance with its customary practice for annual meetings, prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing May 2, 2006 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Securities (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (together with any adjournments or postponements thereof, the “"Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ") for the purpose of seeking approval of the Company’s 's stockholders (the “"Stockholder Approval”Approvals") for an increase in the number issuance and sale to the Investors of shares of authorized Common Stock the Securities and any other actions necessary to meet the Second Closing Conditions (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “"Proposal”"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement statement(as amended or supplemented, the "Proxy Statement") and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in such proxy materials; provided that no Investor shall be obliged to furnish any such information if there has been no change in such Investor's beneficial ownership (as defined under the Proxy StatementExchange Act) of Common Stock since the date of this Agreement. The Company will comply with Section 14(a) of the 1934 Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Stockholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, Second Closing any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Exchange Act, the Company will promptly inform its stockholders and the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), ) for the purpose of seeking approval of the Company’s stockholders for the issuance and sale to the Investors of the Securities, together with the Conversion Shares and Warrant Shares related thereto (including, without limitation, the “Stockholder Approval”) for an increase in the number of approval to issue shares of authorized Common Stock (upon conversion of the “Share Increase”) from 200,000,000 Preferred Stock in excess of 20% of the shares of Common Stock outstanding immediately prior to no the Closing at a price which is less than 500,000,000 shares the per share closing sale price of the Common Stock on the trading day immediately preceding the date of the Closing and for a potential change of control transaction, under NASD Rule IM 4350(i)) (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders shareholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders MeetingClosing, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following As soon as practicable after the execution and delivery of this Agreement but no later than 10 Business Days after the execution of this Agreement; provided that if the Company has not received the Manager Financial Information within the 10 Business Days after the execution of this Agreement, then no later than 5 Business Days following receipt by the Company of the Manager Financial Information, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding preliminary Proxy Statement. The Company shall respond to any comments of the SEC thereonor its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall (i) promptly provide the Investor and its counsel notice of the receipt of any written comments, and promptly inform the Investor and its counsel of the receipt of any oral comments, of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly mail such proxy materials provide to the stockholders Investor and its counsel copies of all correspondence between the Company or any representative of the Company. Each Company and the SEC, (ii) give the Investor and its counsel the opportunity to review and comment upon the Proxy Statement prior to its being filed with the SEC and shall promptly furnish in writing give the Investor and its counsel the opportunity to review and comment upon all amendments and supplements to the Company Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, in each case to the extent practicable, (iii) subject to Section 5.8(b), use its commercially reasonable efforts to obtain the Stockholder Approval and (iv) use its reasonable best efforts otherwise to comply with all legal requirements applicable to such meeting. If, at any time prior to the Stockholder Meeting, any information relating to such the Company, the Investor and its investment in or Manager or any of their respective Affiliates, directors or officers should be discovered by the Company as the Company may reasonably request for inclusion or Investor, which should be set forth in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation an amendment or supplement to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on or the date Other Filings so that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in light of the circumstances under which they are made, not false or misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or omit supplement describing such information shall be filed with the SEC and, to state the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any material fact necessary amendment or supplement thereto) or responding to correct any statement in any earlier communication comments of the SEC or its staff with respect thereto, the Party responsible for filing or mailing such document shall provide the other Party a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the solicitation other party. The Company and the Investor shall cooperate with one another in connection with the preparation of proxies or the Stockholders Meeting which has become false or misleading. If Proxy Statement and shall furnish all information concerning such Party as the Company should discover at any time prior to other Party may reasonably request in connection with the Stockholders Meeting, any event relating to the Company or any preparation of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing August 31, 2014 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Securities (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection therewithwith the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the each Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting, and the each Proxy Statement shall not, on the date that the such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or any Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting or, if applicable, any Subsequent Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the applicable Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement Agreement, the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which ) and shall occur use its commercially reasonable efforts to cause such Stockholders Meeting to be held not later than the 60th day after the Closing September 30, 2005 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for (i) the “Stockholder Approval”issuance and sale to the Investors of the Remaining Securities and (ii) for an increase the full adjustment of the Warrants in accordance with the number provisions of shares of authorized Common Stock (the “Share Increase”Section 8(f)(8) from 200,000,000 to no less than 500,000,000 shares thereof (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement, which information shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “"Stockholders Meeting”"), which shall occur not later than the 60th day after the Closing April 30, 2004 (the “"Stockholders Meeting Deadline”), ") for the purpose of seeking approval of the Company’s 's stockholders for (i) the “Stockholder Approval”) for an increase in issuance and sale to the number Investors of shares of authorized Common Stock the Shares and (ii), subject to Section 7.10 below, the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares Reverse Split (collectively, the “Proposal”"Proposals"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company As promptly as reasonably practicable, Seller shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (the “Stockholder Approval”) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments preliminary Proxy Statement. Purchaser shall reasonably cooperate with Seller in the preparation of the SEC thereon, Proxy Statement and shall promptly mail such proxy materials to furnish all information concerning Purchaser that is reasonably requested by Seller or required in connection with the stockholders preparation of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. Seller shall provide Purchaser and its counsel a reasonable opportunity to review and comment on the Proxy Statement, shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will comply with Section 14(a) Proxy Statement and any amendment thereto shall not include any information regarding Purchaser’s business or employees without Purchaser’s consent (such consent not to be unreasonably withheld, conditioned or delayed). Seller shall use reasonable best efforts to respond promptly to any comments from the SEC or the staff of the 1934 Act SEC. Seller shall notify Purchaser promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the rules promulgated thereunder in relation SEC or the staff of the SEC for amendments or supplements to any proxy statement the Proxy Statement or for additional information and shall (as amended or supplemented, the “Proxy Statement”i) supply Purchaser with copies of all correspondence between Seller and any form of proxy to be sent to its Representatives, on the stockholders of the Company in connection with the Stockholders Meetingone hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement, (ii) provide Purchaser with a reasonable opportunity to participate in the response to those comments and requests, and (iii) consider in good faith any comments provided by Purchaser with respect to responses to such comments and requests. The Proxy Statement shall notcomply as to form in all material respects with the applicable requirements of the Exchange Act. If at any time prior to the Seller Stockholders’ Meeting (or any adjournment or postponement thereof) any information relating to Purchaser or Seller, on or any of their respective Affiliates, officers or directors, is discovered by Purchaser or Seller that is required to be set forth in an amendment or supplement to the date Proxy Statement, so that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement would not include a misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not false or misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or omit supplement describing such information shall be promptly filed by Seller with the SEC and, to state the extent required by applicable Law, disseminated to the stockholders of Seller. Seller shall cause the Proxy Statement to be mailed to Seller’s stockholders as promptly as reasonably practicable after the resolution of any material fact necessary to correct any statement in any earlier communication comments of the SEC or the staff of the SEC with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the preliminary Proxy Statement, in addition to the Company's obligations under the 1934 ActStatement (such date, the Company will promptly inform the Investors thereof“Clearance Date”).

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing June 13, 2005 (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (for the “Stockholder Approval”) for an increase issuance and sale to the Investors of the Securities in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares connection with Amex rules (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading; provided, however, that the Company shall not be liable for any breach of this Section 7.9 to the extent that an untrue statement of a material fact or an omission to state a material fact in the Proxy Statement was made by the Company in reliance upon and in conformity with information concerning the Investors furnished in writing to the Company by the Investors specifically for use in the Proxy Statement. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Stockholders Meeting. (a) Promptly following If the execution and delivery adoption of this Agreement by the stockholders of the Company is required by the DGCL, so long as the Company Board shall not have effected a Change of Recommendation, (a) the Company shall take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws and the Nasdaq Marketplace Rules to call call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th day after the Closing (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders (including any adjournment or postponement thereof, the “Stockholder ApprovalCompany Stockholders Meeting”) as soon as is reasonably practicable following the Offer Closing for an increase the purpose of approving this Agreement, and (b) in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, with the Company will promptly Stockholders Meeting, as soon as is reasonably practicable following the Offer Closing the Company shall prepare and file with the SEC proxy materials (including a proxy statement (together with all amendments and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplementedsupplements thereto, the “Proxy Statement”) relating to the Merger and any form of proxy this Agreement and furnish the information required to be sent provided to the stockholders of the Company in connection with pursuant to the DGCL and the Exchange Act; provided, that, if upon the date initially fixed for the Company Stockholders Meeting, the conditions set forth in Section 8.1(b) and Section 8.1(c) have not been met, the Proxy Statement shall notCompany may reschedule or adjourn the Company Stockholders Meeting to such later date as the Company, on in its reasonable discretion, considers to be more proximate to the date that probable satisfaction of such conditions. Parent will provide the Proxy Statement (or Company with any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary information which may be required in order to make effectuate the statements made therein not false or misleadingpreparation and filing of the Proxy Statement. Promptly after its preparation and prior to its filing with the SEC, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at shall provide a copy of the Proxy Statement, and any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to Parent, and will consider inclusion into the Proxy Statement comments timely received from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to SEC comments, if any. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the Company Board that the Company's obligations under ’s stockholders approve this Agreement (the 1934 Act, the “Company will promptly inform the Investors thereofRecommendation”).

Proxy Statement; Stockholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than the 60th 100th day after the Closing date hereof (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for (i) the “Stockholder Approval”issuance and sale to the Investors of the Securities pursuant to Nasdaq Marketplace Rule 4350(i)(1)(B) for an increase in the number of shares of authorized Common Stock (the “Share Increase”) from 200,000,000 to no less than 500,000,000 shares (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.