SOLD,
ASSIGNED OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO RULE 144, THE TRANSFER AGENT SHALL ISSUE SUCH COMMON SHARES TO THE
BUYER, ASSIGNEE OR TRANSFEREE, AS THE CASE MAY BE, WITHOUT ANY RESTRICTIVE
LEGEND.
19
(C)
BREACH.
THE COMPANY ACKNOWLEDGES THAT A BREACH BY IT OF ITS
OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO A BUYER AND THAT THE REMEDY
AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 5 WILL BE INADEQUATE.
IN ADDITION, THE COMPANY AGREES, IN THE EVENT OF A BREACH OR THREATENED BREACH
BY THE COMPANY OF THE PROVISIONS OF THIS SECTION 5, THAT A BUYER SHALL BE
ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO SEEK AN ORDER AND/OR
INJUNCTION RESTRAINING ANY BREACH AND REQUIRING IMMEDIATE ISSUANCE AND TRANSFER,
WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER
SECURITY BEING REQUIRED.
(D)
ADDITIONAL RELIEF.
IF THE COMPANY SHALL FAIL FOR ANY REASON OR
FOR NO REASON TO ISSUE TO THE BUYER UNLEGENDED CERTIFICATES OR ISSUE SUCH COMMON
SHARES TO SUCH BUYER BY ELECTRONIC DELIVERY AT THE APPLICABLE BALANCE ACCOUNT AT
DTC WITHIN THREE (3) TRADING DAYS AFTER THE RECEIPT OF DOCUMENTS NECESSARY FOR
THE REMOVAL OF THE LEGEND SET FORTH IN SECTION 2(H) ABOVE (THE "DEADLINE DATE"),
THEN IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO THE BUYER, IF ON OR AFTER
THE TRADING DAY IMMEDIATELY FOLLOWING SUCH THREE TRADING DAY PERIOD, THE BUYER
PURCHASES (IN AN OPEN MARKET TRANSACTION OR OTHERWISE) SHARES OF COMMON STOCK TO
DELIVER IN SATISFACTION OF A SALE BY THE BUYER OF SUCH COMMON SHARES THAT THE
BUYER ANTICIPATED RECEIVING WITHOUT LEGEND FROM THE COMPANY (A "BUY-IN"), THEN
THE COMPANY SHALL, WITHIN THREE (3) BUSINESS DAYS AFTER THE BUYER'S REQUEST AND
IN THE BUYER'S DISCRETION, EITHER (I) PAY CASH TO THE BUYER IN AN AMOUNT EQUAL
TO THE BUYER'S TOTAL PURCHASE PRICE (INCLUDING BROKERAGE COMMISSIONS, IF ANY)
FOR THE SHARES OF COMMON STOCK SO PURCHASED (THE "BUY-IN PRICE"), AT WHICH POINT
THE COMPANY'S OBLIGATION TO DELIVER SUCH UNLEGENDED COMMON SHARES SHALL
TERMINATE, OR (II) PROMPTLY HONOR ITS OBLIGATION TO DELIVER TO THE BUYER SUCH
UNLEGENDED COMMON SHARES AS PROVIDED ABOVE AND PAY CASH TO THE BUYER IN AN
AMOUNT EQUAL TO THE EXCESS (IF ANY) OF THE BUY-IN PRICE OVER THE PRODUCT OF (A)
SUCH NUMBER OF SHARES OF COMMON STOCK, TIMES (B) THE CLOSING BID PRICE ON THE
DEADLINE DATE.
FOR PURPOSES HEREOF, "CLOSING BID PRICE" MEANS, FOR ANY SECURITY
AS OF ANY DATE, THE LAST CLOSING BID PRICE FOR SUCH SECURITY ON THE PRINCIPAL
MARKET, AS REPORTED BY BLOOMBERG, OR, IF THE PRINCIPAL MARKET BEGINS TO OPERATE
ON AN EXTENDED HOURS BASIS AND DOES NOT DESIGNATE THE CLOSING BID PRICE THEN THE
LAST BID PRICE OF SUCH SECURITY PRIOR TO 4:00:00 P.M., NEW YORK TIME, AS
REPORTED BY BLOOMBERG, OR, IF THE PRINCIPAL MARKET IS NOT THE PRINCIPAL
SECURITIES EXCHANGE OR TRADING MARKET FOR SUCH SECURITY, THE LAST CLOSING BID
PRICE OF SUCH SECURITY ON THE