Future Transactions. If during the Term, and, in the event Dawson has secured at least $5,000,000 in equity financing for the Company on or before the termination of this Agreement, the Company or any of its subsidiaries # decides to finance or refinance any indebtedness using a manager or agent, Dawson (or any affiliate designated by Dawson) shall have the right to act as lead manager, lead placement agent or lead agent with respect to such financing or refinancing; or # decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Dawson (or any affiliate designated by Dawson) shall have the right to act as lead underwriter or lead placement agent for such financing. If Dawson or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature (taking into consideration the fees paid under this Agreement) and other terms similar to the provisions of this Agreement, including indemnification, which are appropriate to such a transaction.

Other Transactions. ​ shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of ​ to perform its obligations under the Transaction Documents, including, without limitation, the obligation of ​ to deliver the Purchase Shares to ​ in accordance with the terms of the Transaction Documents.

Financing Transactions. Provider shall cooperate with Manager so that Manager can arrange necessary financing for Provider and for Manager relating to the Management Services provided by Manager to Provider.

Fundamental Transactions. If, at any time while this Note is outstanding, # the [[Organization A:Organization]] effects any merger or consolidation of the [[Organization A:Organization]] with or into another person, # the [[Organization A:Organization]] effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the [[Organization A:Organization]] or another person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or # the [[Organization A:Organization]] effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the [[Organization A:Organization]] shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on [Schedule 3(c)], none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Derivative Transactions. ​ has not entered into any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction, in each case, relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to any such transaction or transactions.

In the event of a Participant’s death, prior to the Award Payment Date or the September 30 eligibility date set forth in [Section IV], the Participant may be considered for an Award, subject to the other terms and conditions of the Plan

Corporate Transactions. The consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, # the individuals and entities who were the Beneficial Owners of the Company’s outstanding Common Stock and the Company’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, and # except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and # at least a majority of the members of the Board of Directors of the post-transaction company were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4:

Subject to the terms and conditions of this section, by on or about June 30, 2009 the parties expect to accept electronic records and electronic signatures as such terms are defined in the U.S. Electronic Signatures in Global and National Commerce Act) relating to transactions contemplated by this Agreement.