Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. Unless (a) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall use reasonable best efforts to obtain Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval at the Annual Meeting, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Shareholder Approval. Unless (a) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance As soon as practicable (and in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrantsany event no later than December 31, 2023), the Company shall duly call, give notice of, establish a record date for, convene and hold a special meeting of its shareholders, the date of such meeting which has been approved by the Initial Investors (the “Shareholders’ Meeting”), for the purpose of voting upon approval and adoption of (i) the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000, (ii) the restoration of voting rights as provided pursuant to Subchapter 25G of the PBCL for all Common Stock of the Company acquired by the Purchasers or otherwise owned by the Purchasers or any of their respective Affiliates which could be considered “control shares” under Subchapter 25G (the “Control-Share Voting Restoration”), and (iii) approval of the acquisition of equity securities of the Company by Purchasers or any of their respective Affiliates and the disposition of any equity security of the Company now or hereafter owned by the Purchasers or any of their respective Affiliates, in each case for purposes of Subchapter 25H of the PBCL (the “Disgorgement Approval”, and the approvals contemplated by clauses (i) to (iii), collectively, the “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000, the Control-Share Voting Restoration and the Disgorgement Approval (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; (C) use reasonable its best efforts to obtain the Shareholder Approval for such the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000 and/or the issuance at its next annual meeting of the stockholders Common Stock, the Series B Preferred Stock contemplated by this Agreement, the Control-Share Voting Restoration and the Disgorgement Approval; and (D) take such other actions as may be reasonably requested by any Purchaser to be held not later than August 31restore or preserve their rights as to any equity securities owned by such Purchaser or any of its respective Affiliates under the PBCL. The Purchasers shall each vote to approve, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such as applicable, each Shareholder Approval at the Annual Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, including the quorum necessary for voting on each item requiring the Shareholder Approval. The Company shall also, to the extent permitted by applicable Law, adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval and, following such adjournment or postponement, the Company shall call solicit proxies representing a special meeting sufficient number of stockholders every four months thereafter shares to seek obtain such Shareholder Approval until Approval. Following the earlier first of either such adjournment or postponement, if requested by the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullInitial Investors, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents retain a nationally recognized proxy solicitor in connection with an effective per obtaining such Shareholder Approval. In addition, if determined by each Purchaser and the Company, the Shareholder Approval will include approval for a reverse stock split and all authorized share purchase price (whether at numbers will reflect such stock split if approved by the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementshareholders.

Shareholder Approval. Unless (a) “Shareholder Approval” means the Trading Market notifies approval of the Company that Shareholder Approval is not required for holders of a majority of the Company’s outstanding voting Common Shares, to effectuate the transactions contemplated by the February 2023 Purchase Agreements, including the issuance in full of all of the Underlying Common Shares underlying the February 2023 Notes, Common Shares underlying the February 2023 Warrants, and February 2023 Commitment Shares, in excess of 19.99% of the issued and outstanding Common Shares on the Closing Date (the “Exchange Cap”). The Exchange Cap is equal to 835,311 Common Shares (including subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the New WarrantCommon Stock). The Company shall hold a special meeting of shareholders on or before the date that is sixty (60) and calendar days after an Event of Default (bas defined in the Note) occurs for the Company provides purpose of obtaining Shareholder Approval, with the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained obtained. Until such approval is obtained, none of the February 2023 Buyers shall be issued in the aggregate, pursuant to the February 2023 Purchase Agreements or upon conversion or exercise, as applicable, of February 2023 Notes or February 2023 Warrants, Common Shares in an amount greater than the Debentures are no longer outstanding. Additionallyproduct of the Exchange Cap multiplied by a fraction, until the earlier numerator of (a) which is the date purchase price paid by such Shareholder Approval Buyer pursuant to this Agreement on the Closing Date and the denominator of which is obtained or (b) the date that (i) aggregate purchase price paid by the Trading Market notifies the Company that Shareholder Approval is not required February 2023 Buyers for the issuance in full February 2023 Notes (with respect to each of the February 2023 Buyers, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s February 2023 Notes, February 2023 Warrants, or February 2023 Commitment Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of February 2023 Notes or February 2023 Warrants shall convert or exercise all of such holder’s February 2023 Notes or February 2023 Warrants into a number of Common Shares which, in the Underlying aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of Common Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation actually issued to such effect and that holder shall be allocated to the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) respective Exchange Cap Allocations of the Debentures remaining holders of February 2023 Notes and February 2023 Warrants on a pro rata basis in full or exercising proportion to the Warrants pursuant to Section 2(d)(ii) aggregate principal amount of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of February 2023 Notes then held by each such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementholder.

Shareholder Approval. Unless (a) No later than one hundred twenty (120) days after the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all filing of the Underlying Shares (including Company’s annual report on Form 10-K with respect to the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrantsyear ending December 31, 2022, the Company shall use commercially reasonable efforts to duly call, give notice of, establish a record date for, convene and hold an annual or special meeting of its shareholders (the “Shareholders’ Meeting”), for the purpose of, among other matters, voting upon approval and adoption of (i) the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000, (ii) the issuance of the Common Stock contemplated by this Agreement to the extent required by NASDAQ Listing Rule 5635 and (iii) the Non-Voting Common Stock Amendment (collectively, the “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000, issuance of the Common Stock contemplated by this Agreement to the extent required by NASDAQ Listing Rule 5635 and the Non-Voting Common Stock Amendment (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval for such the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000 and/or the issuance at its next annual meeting of the stockholders Common Stock and the Series B Preferred Stock contemplated by this Agreement including for purposes of NASDAQ Listing Rule 5635. The Purchasers shall each vote to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such approve each Shareholder Approval at the Annual Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also, to the extent permitted by applicable Law, adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval and, following such adjournment or postponement, the Company shall call solicit proxies representing a special meeting sufficient number of stockholders every four months thereafter shares to seek obtain such Shareholder Approval until Approval. Following the earlier first of the date either such Shareholder Approval is obtained adjournment or the Debentures are no longer outstanding. Additionallypostponement, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullif requested by Castle Creek, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents retain a nationally recognized proxy solicitor in connection with an effective per share purchase price (whether at the time of obtaining such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementShareholder Approval.

Shareholder Approval. Unless (a) “Shareholder Approval” means the Trading Market notifies approval of the Company that Shareholder Approval is not required for holders of a majority of the Company’s outstanding voting Common Shares, to effectuate the transactions contemplated by the February 2023 Purchase Agreements, including the issuance in full of all of the Underlying Common Shares underlying the February 2023 Notes, Common Shares underlying the February 2023 Warrants, and February 2023 Commitment Shares, in excess of 19.99% of the issued and outstanding Common Shares on the Closing Date (the “Exchange Cap”). The Exchange Cap is equal to 860,464 Common Shares (including subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the New WarrantCommon Stock). The Company shall hold a special meeting of shareholders on or before the date that is ninety (90) and (b) calendar days after the Company provides date of this Agreement for the Purchasers purpose of obtaining Shareholder Approval, with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained obtained. Until such approval is obtained, none of the February 2023 Buyers shall be issued in the aggregate, pursuant to the February 2023 Purchase Agreements or upon conversion or exercise, as applicable, of February 2023 Notes or February 2023 Warrants, Common Shares in an amount greater than the Debentures are no longer outstanding. Additionallyproduct of the Exchange Cap multiplied by a fraction, until the earlier numerator of (a) which is the date purchase price paid by such Shareholder Approval Buyer pursuant to this Agreement on the Closing Date and the denominator of which is obtained or (b) the date that (i) aggregate purchase price paid by the Trading Market notifies the Company that Shareholder Approval is not required February 2023 Buyers for the issuance in full February 2023 Notes (with respect to each of the February 2023 Buyers, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s February 2023 Notes, February 2023 Warrants, or February 2023 Commitment Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of February 2023 Notes or February 2023 Warrants shall convert or exercise all of such holder’s February 2023 Notes or February 2023 Warrants into a number of Common Shares which, in the Underlying aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of Common Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation actually issued to such effect and that holder shall be allocated to the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) respective Exchange Cap Allocations of the Debentures remaining holders of February 2023 Notes and February 2023 Warrants on a pro rata basis in full or exercising proportion to the Warrants pursuant aggregate principal amount of February 2023 Notes then held by each such holder. Except with respect to Section 2(d)(ii) of the Warrants in fullExcluded Transactions and under any agreement with the February 2023 Buyers, the Company shall not be permitted to issue any Common Stock or of Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later timeas defined in this Agreement) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after beginning on the date of this AgreementAgreement and continuing through the date that the Shareholder Approval is obtained. “Common Stock Equivalents” shall mean any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Shareholder Approval. Unless “Shareholder Approval” means: such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (aor any successor entity) from the Trading Market notifies shareholders of the Company that Shareholder Approval with respect to the issuance of the July 2023 Securities, including the issuance of the Securities pursuant to this Agreement, in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”, which is not required equal to 1,351,670 shares of Common Stock). The Company shall hold a special meeting of shareholders at the earliest practicable date after the date of this Agreement for the issuance in full purpose of all obtaining Shareholder Approval, with the recommendation of the Underlying Shares (including the New Warrant) Company’s Board of Directors that such proposal be approved, and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. Until such approval is obtained, none of the Debentures are no longer outstanding. AdditionallyJuly 2023 Buyers shall be issued in the aggregate, until with respect to the earlier July 2023 Securities, shares of (a) Common Stock in an amount greater than the date product of the Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required holder for the issuance in full respective portion of the July 2023 Notes and the denominator of which is the aggregate purchase price paid by the July 2023 Buyers for the July 2023 Notes that are actually issued on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any July 2023 Buyers shall sell or otherwise transfer any of such Buyer’s July 2023 Notes, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of July 2023 Notes shall convert all of such holder’s July 2023 Notes into a number of shares of Common Stock which, in the Underlying Shares (including aggregate, is less than such holder’s Exchange Cap Allocation, then the New Warrant) difference between such holder’s Exchange Cap Allocation and (ii) the Company provides the Purchasers with a written representation number of shares of Common Stock actually issued to such effect and that holder shall be allocated to the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) respective Exchange Cap Allocations of the Debentures remaining holders of July 2023 Notes on a pro rata basis in full or exercising proportion to the Warrants pursuant to Section 2(d)(ii) aggregate principal amount of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of July 2023 Notes then held by each such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementholder.

Shareholder Approval. Unless (a) the Trading Market notifies The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than August 15, 2011 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of a resolution (the “Resolution”) making the Exchange Cap (as defined in the Notes and the Warrants) inapplicable with respect to issuances of Common Stock in excess thereof and approving any change of control and/or other matter requiring approval which results from the issuance of the Securities in connection with this Agreement in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolution. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not required for obtained on or prior to the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) Shareholder Meeting Deadline, the Company provides shall cause an additional Shareholder Meeting to be held every three (3) months thereafter until such Shareholder Approval is obtained. Until Shareholder Approval is obtained, the Purchasers Company shall not, directly or indirectly, issue or sell, or, in accordance with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) 2 of the Warrants, the Company shall use reasonable best efforts be deemed to obtain Shareholder Approval have issued or sold, any shares of Common Stock (other than Excluded Securities) for such issuance at its next annual meeting consideration per share (determined in accordance with Section 2 of the stockholders to be held not later Warrants) less than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval Conversion Price at the Annual Meeting, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier any time while any of the date such Shareholder Approval is obtained Notes or Warrants are outstanding without the Debentures are no longer outstanding. Additionallyprior written consent of each Buyer, until the earlier of (a) the date such Shareholder Approval is obtained which consent may be granted or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance withheld in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementeach Buyer’s sole discretion.

Shareholder Approval. Unless (a) the Trading Market notifies the The Company that shall hold a stockholder meeting on or prior to September 1, 2013 and shall propose and solicit Shareholder Approval is not required for (as defined in the issuance in full of all of the Underlying Shares (including the New Warrant) Notes and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(iWarrants) of the Debentures transactions contemplated hereby. The Company shall file with the Commission and deliver to its stockholders a notice of meeting and proxy statement or exercising information circular, as required by the Warrants pursuant Commission, with respect to Section 2(d)(iisuch stockholder meeting which contains a proposal seeking Shareholder Approval. Such stockholder meeting shall occur within sixty (60) days following the filing of the Warrants, such proxy statement or information circular. The Board of Directors of the Company shall use reasonable best efforts recommend to obtain the Company’s stockholders that such proposal be approved, which recommendation shall be contained in such proxy statement or information circular, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement (or as typically solicited by management for management proposals), and all management-appointed proxy holders shall vote their proxies in favor of such Shareholder Approval for such issuance at its next annual meeting Approval. Each Purchaser and one counsel selected by a majority-in-interest of the stockholders Purchasers shall be entitled to review such proxy statement or information circular prior to filing with the Commission, and such proxy statement or information circular shall not contain any untrue statement of a material fact or omit to state any material fact required to be held stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not later than August 31, 2005 (the "2005 Annual Meeting")misleading. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst such stockholder meeting, the Company shall propose Shareholder Approval in the same manner specified above at each annual stockholder meeting of the Company thereafter until Shareholder Approval is obtained, provided that if an Event of Default occurs under the Notes, the Company shall call a special stockholder meeting of stockholders every within four months thereafter to seek such Shareholder Approval in the same manner specified above and continue to seek Shareholder Approval at a stockholder meeting called every four months thereafter until the earlier of the date such on which Shareholder Approval is obtained or the Debentures are no longer Note or Warrants remain outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Shareholder Approval. Unless (a) If required by the Trading applicable NASD Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the WarrantsPlace Rules and/or Nasdaq’s corporate governance rules, the Company shall and Subscriber agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Shares and Warrants, and an opinion of counsel reasonably acceptable to Subscriber that the issuance of the Shares and Warrants will not violate NASDAQ's corporate governance rules nor may result in a delisting of the Company's common stock from the SmallCap (the "Approval"), each Subscriber may not receive any Shares or Warrants. If the Approval is required by the applicable NASD Market Place Rules, and or Nasdaq’s corporate governance rules, the Company covenants to use its best reasonable best efforts to obtain Shareholder the Approval for such to allow the issuance at its next annual meeting of the stockholders Shares and Warrants. If the Approval is required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company further covenants to be held not later than August 31, 2005 file the preliminary proxy statement relating to the Approval with the Commission on or before thirty (30) days after the "2005 Annual Meeting"Closing Date (“Proxy Filing Date”). If the Company does not obtain such Shareholder Approval at is required by the Annual Meetingapplicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company shall call a special meeting further covenants to use its best reasonable efforts to obtain the Approval not later than the sooner of stockholders every four months thereafter to seek such Shareholder ninety (90) days from the Closing Date (“Approval until Date”). If the earlier of the date such Shareholder Approval is obtained or required by the Debentures are no longer outstanding. Additionallyapplicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that Company’s failure to (i) file the Trading Market notifies proxy on or before the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and Proxy Filing Date; or (ii) the Company provides the Purchasers Company’s failure to convene a meeting or shareholders with a written representation quorum present and vote upon the Approval within ninety (90) days, or in the case of an SEC review, one hundred and twenty-five (125) days after the Closing Date; or (iii) the Company’s failure to such effect and that obtain the Purchasers are not limited from converting Approval on or before the Debentures pursuant to Section 4(c)(i) Approval Date (any of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(iipreceding being an “Approval Default”) of the Warrants in full, shall be deemed a rejection (“Rejection”) and the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time immediately notify each Subscriber of such issuance or by virtue thereof at a later timeApproval Default; provided, however that any Subscriber may waive such Rejection During the ten (10) for less than $1.25business days following its receipt of notification from the Company that such Approval Default has occurred, subject in which case the Company shall remain obligated to adjustment for reverse such Subscriber to use its best reasonable efforts to file the proxy and forward stock splits, stock dividends, stock combinations and other similar transactions of obtain the Common Stock that occur after the date of this AgreementApproval as set forth above.

Shareholder Approval. Unless (a) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the WarrantsIf required, the Company shall file a preliminary proxy statement relating to Shareholder Approval (as defined below) within 30 days of the Closing Date. The Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the date hereof and in any event no later than May 31, 2024, which meeting shall be the first meeting of the shareholders of the Company held after the date of this Agreement (the “First Meeting”), and which shall be held for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval for such issuance at its next annual the First Meeting, the Company shall call a further meeting of the stockholders shareholders on or prior to be held not later than August July 31, 2005 2024 to seek Shareholder Approval (the "2005 Annual “Second Meeting"”). If the Company does not obtain such Shareholder Approval at the Annual Second Meeting, the Company shall call a special further meeting of stockholders the shareholders every four (4) months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures Shares are no longer outstanding. Additionally, until “Shareholder Approval” means such approval as may be required by the earlier applicable rules and regulations of the Nasdaq Stock Market (aor any successor entity) from the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies shareholders of the Company that Shareholder Approval is not required for with respect to the transactions contemplated by the this Agreement, including the issuance in full of all of Conversion Shares underlying the Underlying Shares (including in excess of 19.99% of the New Warrant) issued and (ii) outstanding Common Stock on the date hereof. For the avoidance of doubt the obligations of the Company provides and the Purchasers with a written representation provisions of this Section 5.4 shall apply, in addition to such effect and that the Purchasers are not limited from converting Shares, mutatis mutandis, to the Debentures shares of any other series of the Company’s preferred stock into which the Series B-2 Preferred Stock issued hereunder is exchanged or reclassified pursuant to Section 4(c)(ithe exercise by the Noteholder of its MFN Right (as defined below) hereunder. “Conversion Shares” means the shares of Common Stock issued and issuable upon conversion of the Debentures Series B-2 Preferred Stock issued hereunder in full or exercising accordance with the Warrants pursuant to Section 2(d)(ii) terms of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time Certificate of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementDesignations.

Shareholder Approval. Unless Following the Closing Date, at the written request of the Investor, as promptly as practicable (aand in any event within sixty (60) Business Days following the Trading Market notifies request), the Company shall establish a record date for and prepare and file with the SEC a proxy statement (the “Proxy Statement”) that Shareholder Approval is not required includes a proposal for approval by the holders of Common Stock of the issuance in full of all Common Stock upon conversion of the Underlying Shares (including the New Warrant) and (b) Series A Preferred Stock of the Company provides issued to the Purchasers with Investor pursuant to this Agreement as required under the listing rules of the Nasdaq Stock Market (and any successor thereto and any other trading market on which the Common Stock is listed)(the “Shareholder Approval”) at a written representation special meeting of the shareholders of the Company (the “Company Shareholder Meeting”). Subject to such effect and the directors’ fiduciary duties, the Proxy Statement shall include the recommendation from the Board of Directors that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) shareholders vote in favor of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Shareholder Approval. The Company shall use reasonable best efforts to obtain solicit from the shareholders proxies in favor of the Shareholder Approval for such issuance at and to obtain the Shareholder Approval. Pxxxxxxxx agrees to furnish to the Company all information concerning Purchaser and its next annual meeting Affiliates as the Company may reasonably request in connection with the preparation and filing of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If Proxy Statement and the Company does not obtain such Shareholder Approval at the Annual Meeting. The Company shall, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until as promptly as practicable following the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) date on which the Trading Market notifies SEC confirms that it has no further comments on the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and Proxy Statement, or (ii) ten calendars days following the filing of a preliminary proxy statement if the Company provides receives no comments from the Purchasers with a written representation to SEC during such effect ten day period, take all action reasonably required, including under the Company’s Articles of Organization and that Bylaws and the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) applicable rules of the Debentures in full or exercising Nasdaq Stock Market, to, as soon as reasonably practicable thereafter, duly call, convene and hold the Warrants pursuant to Section 2(d)(ii) Company Shareholder Meeting. None of the Warrants Shares will be entitled to vote in fullconnection with the Shareholder Approval to the extent Nasdaq rules so provide; provided that for the avoidance of doubt, the Company shall not be permitted to issue any shares of Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at owned by the time of Investor prior to the Closing Date shall be entitled to vote on such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementmatter.

Shareholder Approval. Unless (a) the Trading Market notifies the Company that Shareholder Approval is not If required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrantsby Nasdaq Rule 5635, the Company shall use its reasonable best efforts to obtain Shareholder Approval for such issuance at its next annual meeting as soon as practicable and shall file a preliminary proxy statement seeking Shareholder Approval no later than 30 days following the filing of the stockholders to be held not later than August Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (2023, with the "2005 Annual Meeting")SEC. If the Company Parent does not obtain the Shareholder Approval at such special meeting, then, each Loan Party will continue to use its reasonable best efforts to obtain the Shareholder Approval at a stockholder meeting (either at a succeeding special meeting or at the Parent’s annual stockholder meeting) following such special meeting until the Shareholder Approval is obtained. “Shareholder Approval” means approval of the holders of a sufficient amount of holders of the Common Stock to satisfy the shareholder approval requirements as provided in Nasdaq Rule 5635 to effectuate the issuance of the Conversion Shares, the Consideration Shares and the Warrant Shares in excess of the maximum amount of shares that can be issued without violating the 20% rule (the “Cap”), subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. At the meeting, the Board of Directors of Parent shall recommend that such proposal be approved, the Parent shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement, and all management-appointed proxyholders shall vote their proxies in favor of such proposal. On the Effective Date, the Parent shall deliver to the Lender a voting agreement from the “Controlling Shareholders” voting in favor of the issuances of the Consideration Shares, Conversion Shares and Warrant Shares. For purposes hereof, the “Controlling Shareholders” shall mean Jxxxx X. Xxxx and any entities controlled by him, including Gxxx Acquisition Partners IV LLC, Sxxxxxx Xxxx and any entities controlled by him, including NKMAX Co., Ltd. Each Loan Party shall agree to use its reasonable best efforts to obtain Shareholder Approval. If the Parent does not obtain Shareholder Approval at the Annual Meetingfirst meeting, the Company Parent shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date Shareholder Approval is obtained. Until such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionallyobtained, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date Lxxxxx agrees that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall it cannot be permitted to issue any Common Stock issued Conversion Shares or Common Stock Equivalents with Warrant Shares in an effective per share purchase price (whether at amount greater than the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementCap.

Shareholder Approval. Unless “Shareholder Approval” means: the approval of the holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by, and issue all of the Common Stock pursuant to, (ai) the Trading Market notifies Previous Offering and (ii) the Company that Shareholder Approval is not required for transactions contemplated by this Agreement, including the issuance in full of all of the Underlying Shares (including the New WarrantConversion Shares and Warrant Shares) and Commitment Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (bthe “Exchange Cap”, which is equal to 2,436,945 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split (including forward and reverse), stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders within sixty (60) calendar days after the Company provides the Purchasers with a written representation to such effect and date that the Purchasers are not limited from converting Exchange Cap has been reached for the Debentures pursuant to Section 4(c)(i) purpose of obtaining Shareholder Approval, with the recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. Until such approval is obtained, the Debentures are no longer outstanding. Additionallynumber of shares of Common Stock issued in the aggregate, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all pursuant to this Agreement, upon conversion of the Underlying Shares (including the New Warrant) Debenture, and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) exercise of the Debentures in full or exercising Warrant, as well as under the Warrants pursuant Equity Purchase Agreement, shall be limited to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementExchange Cap.

Shareholder Approval. Unless (a) the Trading Market notifies The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than February 28, 2011 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) (i) to the extent required by the Principal Market, permitting the sale of Securities at the Additional Closing, (ii) permitting adjustments to the Exercise Price (as defined in the Series A Warrants and the Series C Warrants) below the Floor Price (as defined in the Series A Warrants and the Series C Warrants) and the issuance of any resulting additional shares of Common Stock issued thereunder, (iii) making the Exchange Cap (as defined in the Notes and the Series B Warrants) inapplicable with respect to issuances of Common Stock in excess thereof and (iii) eliminating the “temporary purchase price floor” set forth in the Class G warrants issued by the Company in September 2009, all in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not required for obtained on or prior to the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) Shareholder Meeting Deadline, the Company provides shall cause an additional Shareholder Meeting to be held every three (3) months thereafter until such Shareholder Approval is obtained. Until Shareholder Approval is obtained, the Purchasers Company shall not, directly or indirectly, issue or sell, or, in accordance with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) 2 of the Warrants, the Company shall use reasonable best efforts be deemed to obtain Shareholder Approval have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for such issuance at its next annual meeting consideration per share (determined in accordance with Section 2 of the stockholders to be held not later Warrants) less than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval Floor Price at the Annual Meeting, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier any time while any of the date such Shareholder Approval is obtained Notes or Warrants are outstanding without the Debentures are no longer outstanding. Additionallyprior written consent of each Buyer, until the earlier of (a) the date such Shareholder Approval is obtained which consent may be granted or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance withheld in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementeach Buyer’s sole discretion.

Shareholder Approval. Unless (a) Following the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the WarrantsClosing, the Company Parent shall use reasonable best efforts to obtain Shareholder Approval for such issuance obtain, at its next a special or annual meeting of the stockholders of Parent (at which a quorum is present) (the “Shareholder Meeting”) as soon as reasonably practicable after Closing, the Shareholder Approval. Parent shall prepare and file with the SEC a proxy statement to be held not later than August 31, 2005 sent to Parent’s shareholders in connection with the Shareholder Meeting (the "2005 Annual Meeting"“Proxy Statement”). The Proxy Statement shall include the Board of Directors’ recommendation that the holders of shares of the Company’s Common Stock vote in favor of the Shareholder Approval. Sellers shall vote all shares of Common Stock owned by him, her, or it, in favor of Shareholder Approval at any Shareholder Meetings called for such purpose and shall sign any written consent in lieu of a Shareholder Meeting that Parent requests in favor of Shareholder Approval. If the Company does not obtain such Shareholder Approval is not obtained at or prior to the Annual Shareholder Meeting, the Company shall call hold a special meeting of the stockholders every four months thereafter to seek of the Company for the purposes of obtaining such Shareholder Approval no less often than every 180 days following the date of the Shareholder Meeting until the earlier of the date such Shareholder Approval is obtained or obtained, and the Debentures are no longer outstanding. Additionally, until Board of Directors shall recommend that the earlier holders of (a) shares of the date such Company’s Common Stock vote in favor of the Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that at each such meeting. If Shareholder Approval is not required obtained after three Shareholder Meetings are held for the issuance in full purpose of all obtaining Shareholder Approval, Parent is no longer obligated to issue the First Anniversary Stock Consideration Payment, the Thirty-Day Stock Consideration, or Severance Stock, and instead shall pay within 90 days of the Underlying Shares third Shareholder Meeting an amount equal to (including a) $141,015,000 to the New WarrantMembers by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Schedule, (b) $12,250,000 to Fxxxxxxxx X. Xxxxxx by wire transfer of immediately available funds, and (iic) up to $10,000,000 as determined under Section 5.13 assuming a per share value of $6.00. If Parent fails to make such payments in a timely manner, Parent shall consent to the Company provides filing of reasonably appropriate UCC-1 Financing Statements in respect of such amounts listing the Purchasers with a written representation to such effect and that assets of Parent as collateral, unless the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) filing of the Debentures UCC-1 Financing Statements or granting of Parent’s assets as collateral would result in full in a breach or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants default under Parent’s credit facilities as then in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementeffect.

Shareholder Approval. Unless The Company shall hold a special meeting of shareholders (awhich may also be at the annual meeting of shareholders) at the Trading Market notifies earliest practicable date after the Company that date hereof, but in no event later than forty five (45) days after the Closing Date for the purpose of obtaining Shareholder Approval is not (as defined below), if required for to effect the issuance in full of all purpose thereof, with the recommendation of the Underlying Shares (including the New Warrant) Board that such proposal be approved, and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for Approval, and officers, directors, and shareholders subject to the Lock-Up Agreement shall cast their proxies in favor of such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")proposal. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four three (3) months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures Common Warrants are no longer outstanding. AdditionallyNotwithstanding the foregoing, until the earlier Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to forty five (a45) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval is obtained or (b) shall have been filed with the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all SEC and delivered to shareholders of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementCompany.

Shareholder Approval. Unless (a) “Shareholder Approval” means: the Trading Market notifies approval of the Company that Shareholder Approval is not required holders of a majority of the Company’s outstanding voting Common Stock or a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(e), to effectuate the transactions contemplated by this Agreement, the issuance in full of all of the Underlying Shares (including the New WarrantConversion Shares and Warrant Shares), and issuance of the Commitment Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”, which is equal to 3,510,302 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) and subject to the Floor Price (bas defined in the Signing Debenture). The Company shall hold a special or annual meeting of shareholders within one hundred (100) calendar days after the Company provides date of this Agreement for the Purchasers purpose of obtaining Shareholder Approval, with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months thereafter as often as possible thereafter, but not be obligated to do so prior to sixty (60) calendar days after such first meeting, to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. Until such approval is obtained, the Debentures are no longer outstanding. Additionallynumber of shares of Common Stock issued in the aggregate, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all pursuant to this Agreement, upon conversion of the Underlying Shares (including the New Warrant) Debentures, and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) exercise of the Warrants in full, shall be limited to the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementExchange Cap.

Shareholder Approval. Unless (a) “Shareholder Approval” means the Trading Market notifies approval of the Company that Shareholder Approval is holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by this Purchase Agreement, including but not required for limited to the issuance in full of all of the Underlying Shares Common Stock underlying the Note and Common Stock underlying the Warrants in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (including the New Warrant“Exchange Cap”). The Exchange Cap is equal to 27,720,448 Common Stock (subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders on or before the date that is ninety (90) and (b) calendar days after the Company provides the Purchasers with a written representation to such effect and date that the Purchasers are not limited from converting Exchange Cap is reached for the Debentures pursuant to Section 4(c)(i) purpose of obtaining Shareholder Approval, with the recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained obtained. Until such approval is obtained, the Buyer shall not be issued in the aggregate, pursuant to this Purchase Agreement or the Debentures are no longer outstanding. Additionallyupon conversion or exercise, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all as applicable, of the Underlying Shares (including Note or Warrants, shares of Common Stock in an amount greater than the New Warrant) and (ii) Exchange Cap. Except under any agreement with the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullBuyer, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at as defined in this Agreement) beginning on the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions date of the Common Stock Closing and continuing through the date that occur is fifteen (15) calendar days after the date of this Agreementthe Closing. “Common Stock Equivalents” shall mean any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Shareholder Approval. Unless “Shareholder Approval” means: (a) the Trading approval of the holders of a majority of the Company’s outstanding voting Common Stock, if and to the extent legally required, to amend the Company’s Certificate of Incorporation to (i) increase the number of authorized shares of Common Stock by at least the number of shares equal to the number of shares of Common Stock issuable under the Transaction Documents, or (ii) effect a reverse stock split with respect to the Common Stock, or (b) such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market notifies (or any successor entity) from the shareholders of the Company that Shareholder Approval is not required for with respect to the transactions contemplated by this Agreement, including the issuance in full of all of the Underlying Conversion Shares, Commitment Shares, and Warrant Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) in excess of 19.99% of the Debentures or exercising issued and outstanding Common Stock on the Warrants pursuant to Section 2(d)(ii) Closing Date (the “Exchange Cap”). The Company shall hold a special meeting of shareholders at the earliest practicable date after the date of this Agreement for the purpose of obtaining Shareholder Approval, with the recommendation of the WarrantsCompany’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained obtained. Until such approval is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise, as applicable, of August 2022 Notes or August 2022 Warrants, shares of Common Stock in an amount greater than the Debentures product of the Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such Buyer pursuant to this Agreement on the Closing Date and the denominator of which is the aggregate purchase price paid by the August 2022 Buyers for the August 2022 Notes that are no longer outstandingactually issued on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). AdditionallyIn the event that any Buyer shall sell or otherwise transfer any of such Buyer’s August 2022 Notes or August 2022 Warrants, until the earlier transferee shall be allocated a pro rata portion of (a) such Buyer’s Exchange Cap Allocation, and the date restrictions of the prior sentence shall apply to such Shareholder Approval transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of August 2022 Notes or August 2022 Warrants shall convert or exercise all of such holder’s August 2022 Notes or August 2022 Warrants into a number of shares of Common Stock which, in the aggregate, is obtained or (b) less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of August 2022 Notes and August 2022 Warrants on a pro rata basis in proportion to the aggregate principal amount of August 2022 Notes then held by each such holder. “Authorized Capital Adjustment Date” shall mean the date that (i) the Trading Market notifies the Company has effected the actions approved pursuant to Shareholder Approval, which shall be no later than three (3) business days following the date that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides has obtained the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementShareholder Approval.

Shareholder Approval. Unless (a) the Trading Market notifies The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company that (the “Shareholder Approval is not required for Meeting”), which meeting shall be held no later than the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall use reasonable best efforts to obtain Shareholder Approval for such issuance at its next annual meeting of the stockholders to shareholders of the Company (which shall be held not no later than August 31June 15, 2005 2010 (the "2005 Annual Meeting"“Shareholder Meeting Deadline”). If ), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) permitting adjustments to the Exercise Price (as defined in the Warrants) below the Floor Price (as defined in the Series 1 Warrants) and the issuance of any resulting additional shares of Common Stock issued thereunder in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company does not shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain such the Shareholder Approval at by the Annual MeetingShareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall call a special meeting of stockholders every four months cause an additional Shareholder Meeting to be held each semi-annual period thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained no longer required under the rules and regulations of the Principal Market or is no longer required to eliminate restrictions on adjustments to the Exercise Price below the Floor Price (bas defined in the Series 1 Warrants) and the date that issuance of all resulting additional shares of Common Stock issued thereunder. Until Shareholder Approval is obtained, (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance shall not, directly or indirectly, issue or sell, or, in full of all accordance with Section 2 of the Underlying Shares Warrants, be deemed to have issued or sold, any shares of Common Stock (including other than Excluded Securities) for consideration per share (determined in accordance with Section 2 of the New WarrantWarrants) less than the Floor Price (as defined in the Series 1 Warrants) at any time while any of the Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) the Company provides the Purchasers with a written representation in no event shall any Excluded Securities be issued, or be deemed to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullbe issued as contemplated hereby, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions the fair market value of the Common Stock that occur after at the date of this Agreementtime such Excluded Securities are so issued or are so deemed to be issued.

Shareholder Approval. Unless (a) “Shareholder Approval” means the Trading Market notifies approval of the Company that Shareholder Approval is not required holders of a majority of the Company’s outstanding voting Common Stock or a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(e), to effectuate the issuance in full of all of the Underlying Shares Common Stock underlying the Series E Preferred Stock and accrued dividends thereunder, in excess of 7,000,000 shares of Common Stock (including the New Warrant) and (b) “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Company provides Common Stock). Each of the Purchasers with Holders are entitled to a written representation pro-rated portion of the Exchange Cap based upon the number of Series E Preferred Stock issued to such effect and Holders. The Company shall hold a special meeting of shareholders on or before the date that is ninety (90) calendar days after the date that the Purchasers are not limited from converting Exchange Cap is reached for any Holder, for the Debentures pursuant to Section 4(c)(i) purpose of obtaining the Shareholder Approval, with the recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstandingobtained. Additionally, until the earlier of (a) the date Until such Shareholder Approval approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullobtained, the Company Holders shall not be permitted to issue any issued in the aggregate, upon conversion of the Series E Preferred Stock and accrued dividends thereunder, shares of Common Stock in an amount greater than the Exchange Cap. In the event that a Holder shall sell or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions otherwise transfer any of the Common Stock that occur after Series E Preferred Stock, the date transferee shall be allocated a pro rata portion of this Agreementthe Exchange Cap, and the restrictions herein shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.

Shareholder Approval. Unless (a) As set forth in the Trading Market notifies Articles of Amendment, until such time as the Company that Shareholder Approval is not required obtained, the Preferred Shares will be subject to limitations on voting rights and will have no voting rights. As promptly as practicable following the Preferred Closing Date (and in any event within sixty (60) Business Days following the Preferred Closing Date), the Company shall prepare and file with the SEC a proxy statement (the “Proxy Statement”) that includes a proposal for approval by the holders of Common Stock to approve the issuance in full of all Common Stock upon conversion of the Underlying Shares Series B Preferred Stock of the Company issued to Purchaser pursuant to this Agreement as required under the listing rules of the Nasdaq Stock Market (and any successor thereto and any other trading market on which the Common Stock is listed), including the New WarrantNasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d) (bthe “Shareholder Approval”) at a special meeting of the shareholders of the Company provides (the Purchasers with a written representation “Company Shareholder Meeting”). Subject to such effect and the directors’ fiduciary duties, the Proxy Statement shall include the recommendation from the Board of Directors that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) shareholders vote in favor of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Shareholder Approval. The Company shall use reasonable best efforts to obtain solicit from the shareholders proxies in favor of the Shareholder Approval for such issuance at and to obtain the Shareholder Approval. Purchaser agrees to furnish to the Company all information concerning Purchaser and its next annual meeting Affiliates as the Company may reasonably request in connection with the preparation and filing of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If Proxy Statement and the Company does not obtain such Shareholder Approval at the Annual Meeting. The Company shall, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until as promptly as practicable following the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) date on which the Trading Market notifies SEC confirms that it has no further comments on the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and Proxy Statement, or (ii) ten calendars days following the filing of a preliminary proxy statement if the Company provides receives no comments from the Purchasers with a written representation to SEC during such effect ten day period, take all action reasonably required, including under the OBCA, the Company’s Articles of Incorporation and that Bylaws and the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) applicable rules of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullNasdaq Stock Market, to, as soon as reasonably practicable thereafter, duly call, convene and hold the Company shall not Shareholder Meeting. Neither the Closing Shares nor the Preferred Shares will be permitted entitled to issue any Common Stock or Common Stock Equivalents vote in connection with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementShareholder Approval.

Shareholder Approval. Unless (a) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the The Company shall use reasonable best efforts provide each shareholder entitled to obtain Shareholder Approval for such issuance vote at its the next annual meeting of shareholders of the stockholders to Company (the “Shareholder Meeting”), which annual meeting shall be held not no later than August 31June 30, 2005 2013 (the "2005 Annual Meeting"“Shareholder Meeting Deadline”). If ), a proxy statement, substantially in a form which has been previously reviewed by each of the Company does not obtain such Shareholder Approval Buyers and each of their counsel at the Annual Meeting, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier expense of the date Company, soliciting each such shareholder’s affirmative vote at the Shareholder Approval is obtained or Meeting for approval of a resolution (the Debentures are no longer outstanding. Additionally, until the earlier of (a“Resolution”) the date such Shareholder Approval is obtained or (b) the date that (i) to amend the Trading Market notifies Charter to increase the Company that Shareholder Approval is not required for Company’s authorized capital stock to 51,000,000 shares of capital stock, 50,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock and (ii) making the issuance Exchange Cap (as defined in full the Notes) and the Floor Price (as defined in the Warrants) inapplicable with respect to issuances of all Common Stock in excess of the Underlying Shares Exchange Cap and below the Floor Price in accordance with applicable law and the rules and regulations of Principal Market (including the New Warrantsuch affirmative approval of clauses (i) and (ii) is referred to herein as the “Shareholder Approval”), and the Company provides the Purchasers with a written representation shall use its best efforts to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) solicit its shareholders’ approval of the Debentures in full or exercising Resolution (which efforts shall include, without limitation, the Warrants pursuant requirement to Section 2(d)(iihire a reputable proxy solicitor) and to cause the board of directors of the Warrants in fullCompany to recommend to the shareholders that they approve the Resolution. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall not cause an additional Shareholder Meeting to be permitted held every three (3) months thereafter until such Shareholder Approval is obtained. Until Shareholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to issue have issued or sold, any shares of Common Stock or (other than Excluded Securities and shares of Common Stock Equivalents with an effective issuable under Convertible Securities held by any Buyer) for consideration per share purchase price (whether determined in accordance with Section 2 of the Warrants) less than the Floor Price of the Warrants at any time while any of the time Notes or Warrants are outstanding without the prior written consent of such issuance the Required Buyers (as defined below), which consent may be granted or by virtue thereof at a later timewithheld in the sole discretion of the Required Buyers and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions the fair market value of the Common Stock that occur after at the date of this Agreementtime such Excluded Securities are so issued or are so deemed to be issued.

Shareholder Approval. Unless (a) No later than the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full 2021 annual meeting of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrantsshareholders, the Company shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters, (i) voting upon approval and adoption of the Non-Voting Common Stock Articles Supplementary and (ii) voting upon such approval required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of the Exchange Cap (collectively, the “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Non-Voting Common Stock Articles Supplementary and the approval to effect issuances in excess of the Exchange Cap (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use reasonable its best efforts to obtain the Shareholder Approval. The Purchasers shall vote to approve the Non-Voting Common Stock Articles Supplementary at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval for and, following such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval at the Annual Meetingadjournment or postponement, the Company shall call solicit proxies representing a special meeting sufficient number of stockholders every four months thereafter shares to seek obtain the Shareholder Approval. Following the first of either such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained adjournment or the Debentures are no longer outstanding. Additionallypostponement, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with if requested by a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullPurchaser, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with an effective per share purchase price (whether at obtaining the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementShareholder Approval.

Shareholder Approval. Unless (a) the Trading Market notifies The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) (i) to amend the Articles of Incorporation to increase the Company’s authorized capital stock to 150,000,000 shares of Common Stock, (ii) to increase the number of directors constituting the Company’s board of directors from five (5) to seven (7) and (iii) to approve, subject to the consummation of a Qualified Secondary Offering, an amendment to the Articles of Incorporation to effect up to a 1-for-10 reverse stock split of the Common Stock immediately prior to the consummation of the Qualified Secondary Offering (such reverse stock split is referred to herein as the “Authorized Reverse Split”) (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. In connection therewith, the Company shall be obligated to (i) at its expense, hire a proxy solicitation firm acceptable to Iroquois to solicit the Shareholder Approval, (ii) cause a definitive proxy statement relating to the Resolutions and the Shareholder Meeting to be filed with the SEC and mailed to the Company’s shareholders by no later than October 3, 2011, and (iii) hold the Shareholder Meeting promptly following the mailing of the definitive proxy statement (but in no event later than October 27, 2011). If, despite the Company’s best efforts, the Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall use reasonable best efforts to obtain Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval obtained at the Annual first Shareholder Meeting, the Company shall call a special meeting of stockholders cause an additional Shareholder Meeting to be held every four three (3) months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementobtained.

Shareholder Approval. Unless The Company shall provide each shareholder entitled to vote at an annual or special meeting of shareholders of the Company (athe “Shareholder Meeting”), which shall be promptly called and held not later than July 31, 2020 (the “Shareholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to the Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for (x) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares Securities in compliance with the rules and regulations of the Principal Market (including without regard to any limitations on exercise with respect thereto) (the New Warrant“Transaction Shareholder Approval”, and the date such Transaction Shareholder Approval is obtained, the “Transaction Shareholder Approval Date”) and (by) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) increase of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) authorized shares of the WarrantsCompany from 8,000,000 to at least 9,500,000 (the “Share Increase Shareholder Approval”, and the date such Share Increase Shareholder Approval is obtained, the “Share Increase Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Transaction Shareholder Approval for such issuance at its next annual meeting of and the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Share Increase Shareholder Approval at the Annual Meeting(collectively, the Company shall call a special meeting of stockholders every four months thereafter to seek such “Shareholder Approval until the earlier of Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained on or prior to the Debentures are no longer outstandingShareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held on or prior to December 31, 2020. AdditionallyIf, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained after such subsequent shareholder meetings, the Company shall cause an additional Shareholder Meeting to be held semi-annually thereafter until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementobtained.

Shareholder Approval. Unless (a) If required by the Trading applicable NASD Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the WarrantsPlace Rules and/or Nasdaq’s corporate governance rules, the Company shall and Subscriber agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ’s corporate governance rules as they may apply to the Shares and Warrants, and an opinion of counsel reasonably acceptable to Subscriber that the issuance of the Shares and Warrants will not violate NASDAQ’s corporate governance rules nor may result in a delisting of the Company’s common stock from the SmallCap (the “Approval”), each Subscriber may not receive any Shares or Warrants. If the Approval is required by the applicable NASD Market Place Rules, and or Nasdaq’s corporate governance rules, the Company covenants to use its best reasonable best efforts to obtain Shareholder the Approval for such to allow the issuance at its next annual meeting of the stockholders Shares and Warrants. If the Approval is required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company further covenants to be held not later than August 31, 2005 file the preliminary proxy statement relating to the Approval with the Commission on or before thirty (30) days after the "2005 Annual Meeting"Closing Date (“Proxy Filing Date”). If the Company does not obtain such Shareholder Approval at is required by the Annual Meetingapplicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company shall call a special meeting further covenants to use its best reasonable efforts to obtain the Approval not later than the sooner of stockholders every four months thereafter to seek such Shareholder ninety (90) days from the Closing Date (“Approval until Date”). If the earlier of the date such Shareholder Approval is obtained or required by the Debentures are no longer outstanding. Additionallyapplicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that Company’s failure to (i) file the Trading Market notifies proxy on or before the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and Proxy Filing Date; or (ii) the Company provides the Purchasers Company’s failure to convene a meeting or shareholders with a written representation quorum present and vote upon the Approval within ninety (90) days, or in the case of an SEC review, one hundred and twenty-five (125) days after the Closing Date; or (iii) the Company’s failure to such effect and that obtain the Purchasers are not limited from converting Approval on or before the Debentures pursuant to Section 4(c)(i) Approval Date (any of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(iipreceding being an “Approval Default”) of the Warrants in full, shall be deemed a rejection (“Rejection”) and the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time immediately notify each Subscriber of such issuance or by virtue thereof at a later timeApproval Default; provided, however that any Subscriber may waive such Rejection During the ten (10) for less than $1.25business days following its receipt of notification from the Company that such Approval Default has occurred, subject in which case the Company shall remain obligated to adjustment for reverse such Subscriber to use its best reasonable efforts to file the proxy and forward stock splits, stock dividends, stock combinations and other similar transactions of obtain the Common Stock that occur after the date of this AgreementApproval as set forth above.

Shareholder Approval. Unless The Borrower shall immediately take all action necessary to increase the Borrower’s authorized shares of Common Stock to an amount sufficient to allow the Borrower to reserve the Conversion Stock (aas defined below). Without limiting the generality of the foregoing sentence, as soon as practicable after the date of hereof, but in no event later than one hundred and twenty (120) days after the Trading Market notifies date hereof, the Company Borrower shall hold a meeting of its stockholders for the approval to increase the amount of authorized shares of Common Stock to 500 million shares (“Shareholder Approval”), provided that the Borrower may obtain Shareholder Approval is not required for via written consent and the issuance in full filing of all an information statement pursuant to the requirements of the Underlying Shares (including Exchange Act. In connection with such meeting, the New Warrant) and (b) the Company provides the Purchasers Borrower shall provide each stockholder with a written representation to such effect proxy statement and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall use its reasonable best efforts to obtain Shareholder Approval for solicit its stockholders’ approval of such issuance at increase in authorized shares of Common Stock and to cause its next annual meeting board of directors to recommend to the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")that they approve such proposal. If the Company Borrower does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company Borrower shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are Note is no longer outstanding. AdditionallyNotwithstanding anything in the Transaction Documents to the contrary, until the earlier of (a) the date such Shareholder Approval is obtained or and deemed effective, PFG shall be only entitled to convert its Note and/or exercise its Warrant up to an aggregate amount equal to 13,000,000 shares (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all “Issuable Maximum”). PFG may allocate its pro-rata portion of the Underlying Shares (including the New Warrant) Issuable Maximum among Notes and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures Warrants held by it in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementits sole discretion.

Shareholder Approval. Unless The Company shall either (ax) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, if the Company shall use reasonable best efforts have obtained the prior written consent of the requisite shareholders (the “Shareholder Consent”) to obtain the Shareholder Approval for (as defined below), inform the shareholders of the Company of the receipt of the Shareholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such issuance filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the Closing), an information statement with respect thereto or (y) provide each shareholder entitled to vote at its next annual a special meeting of shareholders of the stockholders to Company (the “Shareholder Meeting”), which shall be promptly called and held not later than August 31September 30, 2005 2020 (the "2005 Annual Meeting"“Shareholder Meeting Deadline”). If , a proxy statement, in each case, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company does obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not obtain such Shareholder Approval exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s shareholder’s affirmative vote at the Annual Meeting, Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the increase of the authorized shares of the Company shall call a special meeting of stockholders every four months thereafter from fifty (50) million to seek one hundred (100) million Ordinary Shares (such affirmative approval being referred to herein as the “Shareholder Approval until the earlier of Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained on or prior to the Debentures are no longer outstandingShareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held on or prior to December 31, 2020. AdditionallyIf, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained after such subsequent shareholder meetings, the Company shall cause an additional Shareholder Meeting to be held quarterly thereafter until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreementobtained.

Shareholder Approval. Unless (a) “Shareholder Approval” means the Trading Market notifies approval of the Company that Shareholder Approval is not required for holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by this Agreement, including the issuance in full of all of the Underlying Shares (including Common Stock underlying the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of Note, Common Stock underlying the Warrants, and the Equity Interest shares, in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”). The Exchange Cap is equal to 3,528,235 shares of Common Stock (subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders on or before the earlier of (i) the date that is sixty (60) calendar days after an Event of Default (as defined in the Note) occurs or (ii) the date that is sixty (60) calendar days after the first date (after the date of this Agreement) that the Common Stock trades on the Principal Market at a price per share less than $1.00 (subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock), for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstandingobtained. Additionally, until the earlier of (a) the date Until such Shareholder Approval approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullobtained, the Company Purchaser shall not be permitted issued in the aggregate, pursuant to issue any this Agreement or upon conversion or exercise, as applicable, of the Note or the Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such Buyer pursuant to this Agreement on the Closing Date and the denominator of which is the aggregate purchase price paid by the Purchaser for the Note (with respect to each of the February 2023 Buyers, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of the Note, the Warrants, or the Equity Interest Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of the Note or the Warrants shall convert or exercise all of such holder’s Note or the Warrants into a number of shares of Common Stock Equivalents with an effective per share purchase price (whether at which, in the time of such issuance or by virtue thereof at a later time) for aggregate, is less than $1.25such holder’s Exchange Cap Allocation, subject then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions such holder shall be allocated to the respective Exchange Cap Allocations of the Common Stock that occur after remaining holders of the date Note and the Warrants on a pro rata basis in proportion to the aggregate principal amount of this AgreementNote then held by each such holder.

Shareholder Approval. Unless (a) “Shareholder Approval” means: the Trading Market notifies approval of the holders of a majority of the Company’s outstanding voting Common Stock or a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(e), to effectuate the transactions contemplated by the equity purchase agreement entered into on or around the date of this Agreement between the Company that Shareholder Approval is not required for and the Holder, this Agreement, the issuance in full of all of the Underlying Shares (including the New Warrant) Conversion Shares and (b) the Company provides the Purchasers with a written representation to such effect Warrant Shares), and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) issuance of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Commitment Shares in excess of 19.99% of the Warrantsissued and outstanding Common Stock on the Closing Date (the “Exchange Cap”, which is equal to 1,999,000 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders within ninety (90) calendar days after the date of this Agreement for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. Until such approval is obtained, the Debentures are no longer outstanding. Additionallynumber of shares of Common Stock issued in the aggregate, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all pursuant to this Agreement, upon conversion of the Underlying Shares (including the New Warrant) Debentures, and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) exercise of the Debentures in full or exercising Warrant shall be limited to the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementExchange Cap.

Shareholder Approval. Unless (a) “Shareholder Approval” means the Trading Market notifies approval of the Company that Shareholder Approval is not required for holders of a majority of the Company’s outstanding voting Common Shares, to effectuate the transactions contemplated by this Purchase Agreement, including the issuance in full of all of the Underlying Common Shares underlying the Note and Common Shares underlying the Warrants in excess of 19.99% of the issued and outstanding Common Shares on the Closing Date (the “Exchange Cap”). The Exchange Cap is equal to 930,661 Common Shares (including subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the New WarrantCommon Stock). The Company shall hold a special meeting of shareholders on or before the date that is ninety (90) and (b) calendar days after the Company provides date of this Agreement for the Purchasers purpose of obtaining Shareholder Approval, with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained obtained. Until such approval is obtained, the Buyer shall not be issued in the aggregate, pursuant to this Purchase Agreement or the Debentures are no longer outstanding. Additionallyupon conversion or exercise, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all as applicable, of the Underlying Shares (including Note or Warrants, shares of Common Stock in an amount greater than the New Warrant) Exchange Cap. Except with respect to the Excluded Transactions and (ii) under any agreement with the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullBuyer, the Company shall not be permitted to issue any Common Stock or of Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later timeas defined in this Agreement) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after beginning on the date of this AgreementAgreement and continuing through the date that the Shareholder Approval is obtained. “Common Stock Equivalents” shall mean any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Shareholder Approval. Unless (a) the Trading Market notifies The Company agrees to take, in accordance with applicable Law and the Company that Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than sixty (60) days after the Form S-4 is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Shareholder Approval is not required for Meeting”) to consider and to obtain the issuance in full Company Shareholder Approval. Subject to Section 6.9(b)-(c), the Board of all Directors of the Underlying Shares Company shall at all times prior to and during such special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (including the New Warrant) and (b) “Company Board Recommendation”). The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company provides the Purchasers with a written representation to such effect and Meeting; provided that the Purchasers are Company may, without the prior written consent of Parent, adjourn or postpone the Company Shareholder Meeting (A) if on the date on which the Company Shareholder Meeting is originally scheduled, the Company has not limited from converting received proxies representing a sufficient number of shares of Company Common Stock to obtain the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the WarrantsCompany Shareholder Approval, the Company shall adjourn the Company Shareholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Xxxxxxxxxxx Xxxxxxxx, (X) after consultation with Parent, if the failure to adjourn or postpone the Company Shareholder Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement, or (C) after consultation with the Company, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval Approval. Once the Company has established the record date for such issuance at its next annual meeting determining shareholders of the stockholders Company entitled to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If vote at the Company does not obtain such Shareholder Approval at the Annual Meeting, the Company shall call not change such record date or establish a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the different record date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies for the Company that Shareholder Approval is not required for Meeting without the issuance in full prior written consent of all of the Underlying Shares Parent (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company which consent shall not be permitted unreasonably withheld, conditioned or delayed), unless required to issue any Common Stock do so by applicable Law or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance Company Articles or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementCompany Bylaws.

Shareholder Approval. Unless The Company shall hold a special meeting of shareholders (awhich may also be at the annual meeting of shareholders) at the Trading Market notifies earliest practical date after the Company that Shareholder Approval is not required Initial Closing Date for the issuance in full purpose of all obtaining Shareholder Approval, with the recommendation of the Underlying Shares (including the New Warrant) Company’s Board of Directors that such proposal be approved, and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four three months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or and the Debentures are no longer outstanding. Additionally, until last date the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures second Subsequent Closing could have occurred pursuant to Section 4(c)(i) 2.4. Prior to obtaining Shareholder Approval the Company may not issue any shares of Common Stock pursuant to the Transaction Documents if such shares exceed 19.9% of the Debentures in full or exercising issued and outstanding shares of Common Stock of the Warrants pursuant Company immediately prior to Section 2(d)(ii) the execution of this Agreement (the “Share Issuance Limitation”). The shares of Common Stock issued up to the Share Issuance Limitation, shall be allocated first to the Shares issued at the Initial Closing, then any Warrant Shares issued upon exercise of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether issued at the time of such issuance or by virtue thereof Initial Closing prior to the Subsequent Closings, then the Shares issued at a later time) for less than $1.25the Subsequent Closings, subject then to adjustment for reverse the Warrant Shares issuable pursuant to the Warrants issued at the Initial Closing that remain unexercised following the Subsequent Closings, and forward stock splitsthen to the Warrant Shares issuable pursuant to the Warrants issued at the Subsequent Closings. The Company represents and warrants that the Securities set forth on Schedule 4.15 do not, stock dividendsin the aggregate, stock combinations and other similar transactions of exceed the Common Stock that occur after the date of this AgreementShare Issuance Limitation.

Shareholder Approval. Unless (a) “Shareholder Approval” means: the Trading Market notifies approval of the holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by, and issue all of the Common Stock pursuant to, the equity purchase agreement entered into between the Company that Shareholder Approval is not required for and Buyer on or around the date of this Agreement (the “Equity Purchase Agreement”), as well as effectuate the transactions contemplated by this Agreement, including the issuance in full of all of the Underlying Shares (including the New WarrantConversion Shares and Warrant Shares) and Commitment Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (bthe “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split (including forward and reverse), stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders within sixty (60) calendar days after the Company provides the Purchasers with a written representation to such effect and date that the Purchasers are not limited from converting Exchange Cap has been reached for the Debentures pursuant to Section 4(c)(i) purpose of obtaining Shareholder Approval, with the recommendation of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Company’s Board of the WarrantsDirectors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. Until such approval is obtained, the Debentures are no longer outstanding. Additionallynumber of shares of Common Stock issued in the aggregate, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all pursuant to this Agreement, upon conversion of the Underlying Shares (including the New Warrant) Debenture, and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) exercise of the Debentures in full or exercising Warrant, as well as under the Warrants pursuant Equity Purchase Agreement, shall be limited to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementExchange Cap.

Shareholder Approval. Unless (a) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the The Company shall use reasonable best efforts to obtain Shareholder Approval for such issuance at its next hold a special or annual meeting of shareholders of the stockholders to Company (the "Shareholder Meeting"), which shall be promptly called and held not later than August 31December 1, 2005 (the "2005 Annual MeetingShareholder Meeting Deadline"). If , seeking such shareholder approval of resolutions providing for the Company does not obtain such Shareholder Approval at the Annual Meeting, the Company shall call a special meeting Company's issuance of stockholders every four months thereafter to seek such Shareholder Approval until the earlier all of the date such Shareholder Approval is obtained or Securities (including resolutions in accordance with ASX Listing Rule 7.1) in accordance with the Debentures are no longer outstanding. Additionally, until rules of the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that Principal Market and Australian Securities Law in connection with (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) transactions contemplated by this Agreement and (ii) the Acquisition (such approval being referred to herein as the "Shareholder Approval", and the date of such approval, the "Shareholder Approval Date"), and the Company provides shall solicit its shareholders' approval of such resolutions and recommend to the Purchasers with shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline and the Buyers do not elect to deem the failure to obtain the Shareholder Approval a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) breach of the Debentures this covenant (in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fulltheir sole discretion), the Company shall cause two (2) additional Shareholder Meetings to be held every six months thereafter until such Shareholder Approval is obtained. For the purpose of preparing the notices calling the Shareholder Meeting, each Buyer shall provide to the Company, upon reasonable request by the Company, such information about the Buyer that is required to be disclosed to the shareholders of the Company in accordance with the Australian Securities Laws, and which the Company cannot otherwise obtain from publicly available sources. Notwithstanding any other provision in this Agreement, in the event that the Company fails to obtain the Shareholder Approval on or prior to the Closing Date and the Buyers elect to proceed with Closing, the Company will issue to the Buyers at the option of each Buyer, on Closing, a convertible note and warrants on the same terms and conditions as the Note and the Warrants but for a principal value (in the case of the Note) elected by such Buyer and for such number of Warrant Shares (in the case of the Warrants) elected by such Buyer, pro-rata, that would result, on conversion of the convertible note and exercise of the warrant (and, if the ASX determines, on the issue of any Interest Shares), in the issue of not more than the maximum number of shares able to be permitted issued by the Company without it breaching ASX Listing Rule 7.1 and any applicable rules of the Principal Market. From time to time, as soon as either (i) the Company obtains the Shareholder Approval, or (ii) the Company is otherwise able to issue additional shares without breaching ASX Listing Rule 7.1 and any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether applicable rules of the Principal Market, the Company must issue to each Buyer at the time request of such issuance or by virtue thereof at Buyer an additional convertible note and additional warrants ("Additional Securities") on the same terms and conditions as the Note and the Warrants but for a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions principal value (in the case of the Common Stock convertible note) and for such number of Warrant Shares (in the case of the warrants), pro-rata, equal to an amount not in excess of the lesser of (i) the value or amount that occur would result, on conversion of the convertible note and exercise of the warrant, in the issue of the maximum number of shares able to be issued by the Company without it breaching ASX Listing Rule 7.1 , any applicable rules of the Principal Market and any provision of the Corporations Act; or (ii) the value equal to the total face value of each of the Note and Warrant that would have been required to have been issued under Section 1(a) if Shareholder Approval has been obtained, less the value of any notes or warrants already issued to the Buyers under this Section 4(p). In connection with each issuance of Additional Securities, the Company shall file additional registration statements in accordance with the terms of the Registration Rights Agreement (with the Effectiveness Deadline being 180 days after the issuance of any such Registrable Securities) registering the sale of all securities underlying any Additional Securities received by any Buyer pursuant to this Section 4(p) not previously included in a registration statement in accordance with the terms of the Registration Rights Agreement. From and after the date hereof, the Company must not issue any Securities that would prevent it from issuing Notes and Warrants to any of the Buyers under this AgreementSection 4(p) until the Buyers have received notes with a face value equal to the face value of Notes that would have been required to have been issued under Section 1(a) if Shareholder Approval had been obtained and such number of warrants equal to the number of Warrants that would have been required to have been issued under Section 1(a) if Shareholder Approval had been obtained.

Shareholder Approval. Unless The Company shall call and hold an annual or special meeting of its shareholders on or before October 5, 2023 and make all necessary filings required by Nasdaq, the applicable federal securities laws and Delaware law to: (i) obtain the consent of the shareholders of the Company pursuant to Nasdaq Listing Rules 5635(b) for the issuance of shares of the Company’s Common Stock (i) upon the conversion of certain convertible debentures that have been issued to the Buyer pursuant to (a) the Trading Market notifies Securities Purchase Agreement entered into with the Company that Shareholder Approval is not required for Buyer on June 30, 2023 (the issuance in full of all of the Underlying Shares (including the New Warrant) “June SPA”), and (b) the Company provides Securities Purchase Agreement entered into with the Purchasers with a written representation to such effect and that Buyer on August 2, 2023 (the Purchasers are not limited from converting “August SPA”), (ii) upon the Debentures exercise of warrants issued pursuant to Section 4(c)(ithe June SPA and the August SPA, and (iii) if the Buyer chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that may be issued upon exercise of one or both options (such consent, “Shareholder Approval”), (ii) obtain the consent of the Debentures or exercising shareholders to amend the Warrants pursuant Pre-Paid Advance Agreement to Section 2(d)(ii) provide for a Floor Price of $0.10 per share; the recommendation of the WarrantsCompany’s Board of Directors shall be to vote in favor of each such proposal, and the Company shall solicit proxies from its shareholders in connection therewith and management-appointed proxyholders shall vote their proxies in favor of each such proposal. Upon Shareholder Approval of the proposals, the Company shall use reasonable best efforts to obtain Shareholder Approval for such issuance at its next annual meeting implement the reduction of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval at the Annual Meeting, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier Floor Price in respect of the date such Shareholder Approval is obtained Pre-Paid Advance Agreement and the Convertible Debentures. The Company further covenants that by October 5, 2023 it shall increase or have the Debentures are no longer outstanding. Additionally, until necessary amount of issued and authorized Common Stock in order to issue Common Stock to the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures Buyer pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementConvertible Debentures.

Shareholder Approval. Unless (a) The Company shall immediately take all action necessary to increase the Trading Market notifies Company’s authorized shares of Common Stock to an amount sufficient to allow the Company that Shareholder Approval is not required to reserve the Required Reserve Amount for all the issuance in full of all Warrants then outstanding. Without limiting the generality of the Underlying Shares foregoing sentence, as soon as practicable after the date of hereof, but in no event later than one hundred and twenty (including 120) days after the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrantsdate hereof, the Company shall hold a meeting of its stockholders for the approval to increase the amount of authorized shares of Common Stock to 550 million shares (“Shareholder Approval”), provided that the Company may obtain Shareholder Approval via written consent and the filing of an information statement pursuant to the requirements of the Exchange Act. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to obtain Shareholder Approval for solicit its stockholders’ approval of such issuance at increase in authorized shares of Common Stock and to cause its next annual meeting board of directors to recommend to the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")that they approve such proposal. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. AdditionallyNotwithstanding anything in the Transaction Documents to the contrary, until the earlier of (a) the date such Shareholder Approval is obtained or and deemed effective, each Purchaser shall be only entitled to convert its Debentures and/or exercise its Warrants up to an aggregate amount equal to the product of 7,000,000 (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations splits and other similar transactions the like) (“Authorized Reserved”) multiplied by quotient obtained by dividing (x) the original principal amount of the Common Stock Purchaser’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Closing Date under this Agreement (“Issuable Maximum”). Each Purchaser may allocate its pro-rata portion of the Issuable Maximum among Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser (or its permitted assign) no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant the Purchaser’s Debentures and Warrants was less than the Purchaser’s pro-rata share of the Issuable Maximum. If prior to Shareholder Approval authorized shares become available for reservation that occur after were not available on the date hereof, such authorized shares shall first be reserved for the issuance of this Agreementshares underlying the Debentures and Warrants and accordingly the Authorized Reserved and each Purchaser’s Issuable Maximum shall increase proportionally.

Shareholder Approval. Unless (a) the Trading Market notifies The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than the Company’s annual meeting in 2010 (which shall be held no later than May 31, 2010) (the “Shareholder Meeting Deadline”), a proxy statement, substantially in a form which has been reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) permitting adjustments to the Exercise Price (as defined in the Series B Warrants) below the Floor Price (as defined in the Series B Warrants) set forth in the Series B Warrants in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not required for obtained on or prior to the issuance in full of all of the Underlying Shares (including the New Warrant) and (b) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the WarrantsShareholder Meeting Deadline, the Company shall use reasonable best efforts to obtain cause an additional Shareholder Approval for such issuance at its next annual meeting of the stockholders Meeting to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval at the Annual Meeting, the Company shall call a special meeting of stockholders every four months each semi-annual period thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained no longer required under the rules and regulations of the Principal Market or (b) is no longer required to eliminate restrictions on adjustments to the date that (i) Exercise Price below the Trading Market notifies Floor Price set forth in the Company that Series B Warrants. Until Shareholder Approval is not required for the issuance in full of all of the Underlying Shares (including the New Warrant) and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in fullobtained, the Company shall not not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be permitted deemed to issue have issued or sold, any shares of Common Stock or Common Stock Equivalents with an effective (other than Excluded Securities) for consideration per share purchase price (whether determined in accordance with Section 2 of the Warrants) less than the Floor Price at any time while any of the time Warrants are outstanding without the prior written consent of such issuance each Buyer, which consent may be granted or by virtue thereof at a later time) withheld in each Buyer’s sole discretion. Until Shareholder Approval is obtained, in no event shall any Excluded Securities be issued, or be deemed to be issued as contemplated hereby, for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions the fair market value of the Common Stock that occur after at the date of this Agreementtime such Excluded Securities are so issued or are so deemed to be issued.

Shareholder Approval. Unless (a) “Shareholder Approval” means: the Trading Market notifies approval of the holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by the equity purchase agreement entered into on or around the date of this Agreement between the Company that Shareholder Approval is not required for and the Holder, this Agreement, the issuance in full of all of the Underlying Shares (including the New Warrant) Conversion Shares and (b) the Company provides the Purchasers with a written representation to such effect Warrant Shares), and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) issuance of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) Commitment Shares in excess of 19.99% of the Warrantsissued and outstanding Common Stock on the Closing Date (the “Exchange Cap”, which is equal to 2,760,675 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders within one hundred and twenty (120) calendar days after the date of this Agreement for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting")Approval. If the Company does not obtain such Shareholder Approval at the Annual Meetingfirst meeting, the Company shall call a special meeting of stockholders every four months as often as possible thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. Until such approval is obtained, the Debentures are no longer outstanding. Additionallynumber of shares of Common Stock issued in the aggregate, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all pursuant to this Agreement, upon conversion of the Underlying Shares (including the New Warrant) Debenture, and (ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) exercise of the Debentures in full or exercising Warrant shall be limited to the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this AgreementExchange Cap.