AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
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 SUCH SALE, ASSIGNMENT OR TRANSFER
INVOLVES 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.
NOTHING IN THIS SECTION 6 SHALL AFFECT IN ANY
WAY THE BUYER'S OBLIGATIONS AND AGREEMENT TO COMPLY WITH ALL APPLICABLE
SECURITIES LAWS UPON RESALE OF WARRANT SHARES.
THE COMPANY ACKNOWLEDGES THAT A
BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE
BUYER BY VITIATING THE INTENT AND PURPOSE OF THE TRANSACTION CONTEMPLATED
HEREBY.
ACCORDINGLY, THE COMPANY ACKNOWLEDGES THAT THE REMEDY AT LAW FOR A
BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 5 WILL BE INADEQUATE AND AGREES, IN
THE EVENT OF A BREACH OR THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF
THIS SECTION 5, THAT THE BUYER(S) SHALL BE ENTITLED, IN ADDITION TO ALL OTHER
AVAILABLE REMEDIES, TO AN 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.
7.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The obligation of the Company hereunder to issue and sell the Notes to the
Buyer(s) at the Closings is subject to the satisfaction, at or before the
Closing Dates, of each of the following conditions, provided that these
conditions are for the Company's sole benefit and may be waived by the Company
at any time in its sole discretion:
(A)
EACH BUYER SHALL HAVE EXECUTED THE TRANSACTION DOCUMENTS AND
DELIVERED THEM TO THE COMPANY.
(B)
THE BUYER(S) SHALL HAVE DELIVERED TO THE COMPANY THE PURCHASE
PRICE FOR THE NOTES AND WARRANTS IN THE RESPECTIVE AMOUNTS AS SET FORTH NEXT TO
EACH BUYER AS SET FORTH ON SCHEDULE I ATTACHED HERETO, MINUS ANY FEES TO BE PAID
DIRECTLY FROM THE PROCEEDS THE CLOSINGS AS SET FORTH HEREIN, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE U.S. FUNDS PURSUANT TO THE WIRE INSTRUCTIONS PROVIDED BY
THE COMPANY.
(C)
THE REPRESENTATIONS AND WARRANTIES OF THE BUYER(S) SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE WHEN MADE AND AS OF THE
CLOSING DATES AS THOUGH MADE AT THAT TIME (EXCEPT FOR REPRESENTATIONS AND
WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE), AND THE BUYER(S) SHALL HAVE
PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE COVENANTS,
AGREEMENTS AND CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED, SATISFIED
OR COMPLIED WITH BY THE BUYER(S) AT OR