h herein, and appropriate conditions of closing, and will be substantially similar to the Company's Series A Preferred Stock Purchase Agreement. 3 Requisite majorityTBD WEST\ 240991850.1 5 EFTA00589492 Terms of Investors' Rights Agreement: Drag Along: Closing Conditions: Expenses: The Company, t

the holder's option Automatic Conversion: The Preferred Stock automatically converts into Common Stock upon the earlier of (i) the election of the Requisite Majority or (ii) the EFTA00602530 Price-Based Antidilution Adjustments Other Antidilution Adjustments: Voting Rights: consummation of an unde

REAS, the Note(s), and the shares issuahle upon conversion thereof, directly or indirectly, constitute New Securities; WHEREAS, the Company and the Requisite Majority (as defined in the IRA) desire to waive the application of the Preemptive Rights; NOW. THEREFORE. BE IT RESOLVED, that the Stockholders, i

X Invoice/Recta Date CIO Amount Retaken, Due Paid Date Paid Check* Balance I P.O. Amount 05/10/10 62.183.00 C001 C002 Con cast con Requisite' #1 06/00/I0 Dwelt 15.545.75 0.00 15.545 75 18.545.75 Regliteitien et2 0.00 ---- 0M- Requisition #3 Requisition #4 000 15,545.75) Total

and accrued interest on the Notes automatically shall become immediately due and payable without any action of the Trustee or any other Person. The Requisite Noteholders may rescind a declaration of acceleration if the Event of Default has been cured and certain other conditions are satisfied. Subject to

ase an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall, prior to the receipt of directions, if any, from the Requisite Noteholders, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a

sold or all amounts secured by the Collateral shall have been paid. The Trustee may upon notice to the Noteholders, and shall, upon direction of the Requisite Noteholders, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waive