TO ENTER INTO
AND PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT IN ANY MATERIAL RESPECT.
THE COMPANY WILL AT ALL TIMES HAVE AUTHORIZED AND RESERVED A SUFFICIENT NUMBER
OF SHARES OF COMMON STOCK FOR THE FULL CONVERSION OF EACH NOTE AND EXERCISE OF
THE WARRANTS.
MISCELLANEOUS.
REMEDIES.
IN THE EVENT OF A BREACH BY THE COMPANY OR BY A HOLDER, OF ANY OF
THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER OR THE COMPANY,
AS THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS GRANTED
BY LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY OF DAMAGES, WILL BE ENTITLED
TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT.
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AS SET FORTH ON SCHEDULE 7(B) HERETO,
NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER THAN THE HOLDERS IN
SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE COMPANY IN ANY
REGISTRATION STATEMENT OTHER THAN THE REGISTRABLE SECURITIES, AND THE COMPANY
SHALL NOT AFTER THE DATE HEREOF ENTER INTO ANY AGREEMENT PROVIDING ANY SUCH
RIGHT FOR INCLUSION OF SHARES IN THE REGISTRATION STATEMENT TO ANY OF ITS
SECURITY HOLDERS. EXCEPT AS AND TO THE EXTENT SPECIFIED IN SCHEDULE 7(B) HERETO,
THE COMPANY HAS NOT PREVIOUSLY ENTERED INTO ANY AGREEMENT GRANTING ANY
REGISTRATION RIGHTS WITH RESPECT TO ANY OF ITS SECURITIES TO ANY PERSON THAT
HAVE NOT BEEN FULLY SATISFIED.
COMPLIANCE.
EACH HOLDER COVENANTS AND AGREES THAT IT WILL COMPLY WITH THE
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS APPLICABLE TO IT IN
CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION
STATEMENT.
DISCONTINUED DISPOSITION.
EACH HOLDER AGREES BY ITS ACQUISITION OF SUCH
REGISTRABLE SECURITIES THAT, UPON RECEIPT OF A NOTICE FROM THE COMPANY OF THE
OCCURRENCE OF A DISCONTINUATION EVENT (AS DEFINED BELOW), SUCH HOLDER WILL
FORTHWITH DISCONTINUE DISPOSITION OF SUCH REGISTRABLE SECURITIES UNDER THE
APPLICABLE REGISTRATION STATEMENT UNTIL SUCH HOLDER'S RECEIPT OF THE COPIES OF
THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION STATEMENT OR UNTIL IT IS
ADVISED IN WRITING (THE "ADVICE") BY THE COMPANY THAT THE USE OF THE APPLICABLE
PROSPECTUS MAY BE RESUMED, AND, IN EITHER CASE, HAS RECEIVED COPIES OF ANY
ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT.
THE
COMPANY MAY PROVIDE APPROPRIATE STOP ORDERS TO ENFORCE THE PROVISIONS OF THIS
10EE-8
PARAGRAPH.
FOR PURPOSES OF THIS SECTION 7(D), A "DISCONTINUATION EVENT" SHALL
MEAN (I) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A
"REVIEW" OF SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN
WRITING ON SUCH REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE TRUE AND
COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF THE
HOLDERS); (II) ANY REQUEST BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO SUCH REGISTRATION
STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION; (III) THE ISSUANCE BY THE
COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT COVERING ANY OR ALL OF THE