AUTHORIZED BY ALL NECESSARY ACTION ON ITS BEHALF AND (B) THIS AGREEMENT HAS BEEN
DULY EXECUTED AND DELIVERED BY SUCH PURCHASER AND CONSTITUTES THE VALID AND
BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS EXCEPT (I) AS LIMITED BY GENERAL EQUITABLE PRINCIPLES AND APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL
APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS
LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE
RELIEF OR OTHER EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND
CONTRIBUTION PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
6
12.
LEGAL OPINION.
SUBJECT TO THE PURCHASER REDUCING ITS BENEFICIAL
OWNERSHIP IN THE COMPANY'S COMMON STOCK BELOW 10% OF THE AMOUNT OF SHARES
OUTSTANDING AND ANY SUBSEQUENT ACTION BY A PURCHASER THAT WOULD OTHERWISE CAUSE
IT TO BE DEEMED AN "AFFILIATE" OF THE COMPANY AFTER THE DATE HEREOF, THE COMPANY
HEREBY AGREES TO CAUSE ITS LEGAL COUNSEL TO ISSUE A LEGAL OPINION TO THE
UNDERSIGNED PURCHASERS AND THE TRANSFER AGENT REGARDING THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE PURCHASERS, INCLUDING AN OPINION THAT THE UNDERLYING SHARES AND NEW SHARES
MAY BE SOLD PURSUANT TO RULE 144 WITHOUT VOLUME RESTRICTIONS OR MANNER OF SALE
LIMITATIONS PURSUANT TO SECTION 4.1 OF EACH OF THE PURCHASE AGREEMENTS.
13.
PUBLIC DISCLOSURE.
ON OR BEFORE 8:30 AM (EASTERN TIME) ON THE
SECOND TRADING DAY IMMEDIATELY FOLLOWING THE DATE HEREOF, THE COMPANY SHALL FILE
A CURRENT REPORT ON FORM 8-K, REASONABLY ACCEPTABLE TO THE PURCHASERS DISCLOSING
THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND ATTACHING THIS
AGREEMENT AS AN EXHIBIT THERETO. THE COMPANY SHALL CONSULT WITH THE PURCHASERS
IN ISSUING ANY OTHER PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY
14.
EFFECT ON TRANSACTION DOCUMENTS.
EXCEPT AS EXPRESSLY SET FORTH
ABOVE, ALL OF THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENTS, DEBENTURES
AND WARRANTS SHALL CONTINUE IN FULL FORCE AND EFFECT AFTER THE EXECUTION OF THIS
AGREEMENT AND SHALL NOT BE IN ANY WAY CHANGED, MODIFIED OR SUPERSEDED BY THE
TERMS SET FORTH HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY OTHER OBLIGATIONS THE
COMPANY MAY HAVE TO THE PURCHASERS UNDER THE PURCHASE AGREEMENTS, DEBENTURES AND
WARRANTS.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL BE DEEMED FOR ALL
PURPOSES AS AN AMENDMENT TO ANY AND ALL OF THE PURCHASE AGREEMENTS, DEBENTURES
AND WARRANTS AS REQUIRED TO SERVE THE PURPOSES HEREOF, AND IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS AND PROVISIONS OF ANY OTHER OF THE PURCHASE
AGREEMENTS DEBENTURES OR WARRANTS, ON THE ONE HAND, AND THE TERMS AND PROVISIONS
OF THIS AGREEMENT, ON THE OTHER HAND, THE TERMS AND PROVISIONS OF THIS AGREEMENT
SHALL PREVAIL.
15.
FEES AND EXPENSES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH
PARTY SHALL PAY THE FEES AND EXPENSES OF ITS ADVISERS, COUNSEL, ACCOUNTANTS AND
OTHER EXPERTS, IF ANY, AND ALL OTHER EXPENSES INCURRED BY SUCH PARTY INCIDENT TO
THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT.
16.
ENTIRE AGREEMENT.
THIS