THE
COMPANY SHALL KEEP THE REGISTER OPEN AND AVAILABLE AT ALL TIMES DURING BUSINESS
HOURS FOR INSPECTION OF ANY BUYER OR ITS LEGAL REPRESENTATIVES UPON REASONABLE
NOTICE.
(B)
TRANSFER AGENT INSTRUCTIONS.
THE COMPANY SHALL ISSUE IRREVOCABLE
INSTRUCTIONS TO ITS TRANSFER AGENT, AND ANY SUBSEQUENT TRANSFER AGENT, TO ISSUE
CERTIFICATES OR CREDIT SHARES TO THE APPLICABLE BALANCE ACCOUNTS AT THE
DEPOSITORY TRUST COMPANY ("DTC"), REGISTERED IN THE NAME OF EACH BUYER OR ITS
RESPECTIVE NOMINEE(S), FOR THE COMMON SHARES AND THE WARRANT SHARES ISSUED AT
THE CLOSING OR UPON EXERCISE OF THE WARRANTS IN SUCH AMOUNTS AS SPECIFIED FROM
TIME TO TIME BY EACH BUYER TO THE COMPANY UPON EXERCISE OF THE WARRANTS IN THE
FORM OF EXHIBIT C ATTACHED HERETO (THE "IRREVOCABLE TRANSFER AGENT
INSTRUCTIONS").
THE COMPANY WARRANTS
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THAT NO INSTRUCTION OTHER THAN THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
REFERRED TO IN THIS SECTION 5(B), AND STOP TRANSFER INSTRUCTIONS TO GIVE EFFECT
TO SECTION 2(G) HEREOF, WILL BE GIVEN BY THE COMPANY TO ITS TRANSFER AGENT, AND
THAT THE SECURITIES SHALL OTHERWISE BE FREELY TRANSFERABLE ON THE BOOKS AND
RECORDS OF THE COMPANY AS AND TO THE EXTENT PROVIDED IN THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS.
UPON A REGISTRATION EVENT OR IF A BUYER EFFECTS A
SALE, ASSIGNMENT OR TRANSFER OF THE SECURITIES IN ACCORDANCE WITH SECTION 2(F),
THE COMPANY SHALL PROMPTLY INSTRUCT ITS TRANSFER AGENT TO ISSUE ONE OR MORE
CERTIFICATES OR CREDIT SHARES TO THE APPLICABLE BALANCE ACCOUNTS AT DTC IN SUCH
NAME AND IN SUCH DENOMINATIONS AS SPECIFIED BY SUCH BUYER TO EFFECT SUCH SALE,
TRANSFER OR ASSIGNMENT AND, WITH RESPECT TO ANY TRANSFER, SHALL PERMIT THE
TRANSFER.
IN THE EVENT THAT A REGISTRATION EVENT HAS OCCURRED OR SUCH SALE,
ASSIGNMENT OR TRANSFER INVOLVES COMMON SHARES OR WARRANT SHARES SOLD, ASSIGNED
OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO
RULE 144, THE TRANSFER AGENT SHALL ISSUE SUCH SECURITIES TO THE BUYER, ASSIGNEE
OR TRANSFEREE, AS THE CASE MAY BE, WITHOUT ANY RESTRICTIVE LEGEND.
THE COMPANY
ACKNOWLEDGES THAT A BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE
IRREPARABLE HARM TO A BUYER.
ACCORDINGLY, THE COMPANY ACKNOWLEDGES THAT THE
REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 5(B) WILL BE
INADEQUATE AND AGREES, IN THE EVENT OF A BREACH OR THREATENED BREACH BY THE
COMPANY OF THE PROVISIONS OF THIS SECTION 5(B), THAT A BUYER SHALL BE ENTITLED,
IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO 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.
6.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
Closing Date.
The obligation of the Company hereunder to issue and sell the
Common Shares and the related Warrants to each Buyer at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Company's sole benefit
and may be waived