A LEGAL
OPINION TO THE TRANSFER AGENT PROMPTLY AFTER THE EFFECTIVE DATE IF REQUIRED BY
THE TRANSFER AGENT TO EFFECT THE REMOVAL OF THE LEGEND HEREUNDER.
IF ALL OR ANY
PORTION OF A WARRANT IS EXERCISED AT A TIME WHEN THERE IS AN EFFECTIVE
REGISTRATION STATEMENT TO COVER THE RESALE OF THE WARRANT SHARES, SUCH WARRANT
SHARES SHALL BE ISSUED FREE OF ALL LEGENDS.
THE COMPANY AGREES THAT FOLLOWING
THE EFFECTIVE DATE OR AT SUCH TIME AS SUCH LEGEND IS NO LONGER REQUIRED UNDER
THIS SECTION 4.1(C), IT WILL, NO LATER THAN THREE TRADING DAYS FOLLOWING THE
DELIVERY BY A PURCHASER TO THE COMPANY OR THE TRANSFER AGENT OF A CERTIFICATE
REPRESENTING SHARES OR WARRANT SHARES, AS THE CASE MAY BE, ISSUED WITH A
RESTRICTIVE LEGEND (SUCH THIRD TRADING DAY, THE "LEGEND REMOVAL DATE"), DELIVER
OR CAUSE TO BE DELIVERED TO SUCH PURCHASER A CERTIFICATE REPRESENTING SUCH
SHARES THAT IS FREE FROM ALL RESTRICTIVE AND OTHER LEGENDS.
THE COMPANY MAY NOT
MAKE ANY NOTATION ON ITS RECORDS OR GIVE INSTRUCTIONS TO THE TRANSFER AGENT THAT
ENLARGE THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS SECTION.
CERTIFICATES
FOR SECURITIES SUBJECT TO LEGEND REMOVAL HEREUNDER SHALL BE TRANSMITTED BY THE
TRANSFER AGENT TO THE PURCHASER BY CREDITING THE ACCOUNT OF THE PURCHASER'S
PRIME BROKER WITH THE DEPOSITORY TRUST COMPANY SYSTEM AS DIRECTED BY SUCH
PURCHASER.
(D)
IN ADDITION TO SUCH PURCHASER'S OTHER AVAILABLE REMEDIES, THE
COMPANY SHALL PAY TO A PURCHASER, IN CASH, AS PARTIAL LIQUIDATED DAMAGES AND NOT
AS A PENALTY, FOR EACH $1,000 OF SHARES OR WARRANT SHARES (BASED ON THE VWAP OF
THE COMMON STOCK ON THE DATE SUCH SECURITIES ARE SUBMITTED TO THE TRANSFER
AGENT) DELIVERED FOR REMOVAL OF THE RESTRICTIVE LEGEND AND SUBJECT TO SECTION
4.1(C), $10 PER TRADING DAY (INCREASING TO $20 PER TRADING DAY FIVE (5) TRADING
DAYS AFTER SUCH DAMAGES HAVE BEGUN TO ACCRUE) FOR EACH TRADING DAY COMMENCING
TWO (2) TRADING DAYS AFTER THE LEGEND REMOVAL DATE
22
UNTIL SUCH CERTIFICATE IS DELIVERED WITHOUT A LEGEND. NOTHING HEREIN SHALL LIMIT
SUCH PURCHASER'S RIGHT TO PURSUE ACTUAL DAMAGES FOR THE COMPANY'S FAILURE TO
DELIVER CERTIFICATES REPRESENTING ANY SECURITIES AS REQUIRED BY THE TRANSACTION
DOCUMENTS, AND SUCH PURCHASER SHALL HAVE THE RIGHT TO PURSUE ALL REMEDIES
AVAILABLE TO IT AT LAW OR IN EQUITY INCLUDING, WITHOUT LIMITATION, A DECREE OF
SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF.
(E)
EACH PURCHASER, SEVERALLY AND NOT JOINTLY WITH THE OTHER PURCHASERS,
AGREES THAT SUCH PURCHASER WILL SELL ANY SECURITIES PURSUANT TO EITHER THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING ANY APPLICABLE
PROSPECTUS DELIVERY REQUIREMENTS, OR AN EXEMPTION THEREFROM, AND THAT IF
SECURITIES ARE SOLD PURSUANT TO A REGISTRATION STATEMENT, THEY WILL BE SOLD IN
COMPLIANCE WITH THE PLAN OF DISTRIBUTION SET FORTH THEREIN, AND ACKNOWLEDGES
THAT THE REMOVAL OF THE RESTRICTIVE LEGEND FROM CERTIFICATES REPRESENTING
SECURITIES AS SET FORTH IN THIS SECTION 4.1 IS PREDICATED UPON THE COMPANY'S
RELIANCE UPON THIS UNDERSTANDING.
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY PURCHASER OWNS SECURITIES, THE
COMPANY COVENANTS TO TIMELY