Shareholder Approval of Future Offering. The Company shall have, if requested by Zoi prior to the filing of the Proxy Statement with the Commission, sought approval from its shareholders of any proposed or potential offerings of Company securities as required by AMEX listing requirements to enable the Company to issue, at or after the Closing Date, Company securities, including, but not limited to, shares of its preferred stock, promissory notes convertible into Company capital stock and/or warrants to purchase Company capital stock.
