agents, may rely on this subsection (e) and each
Purchaser hereunder will indemnify and hold harmless each of such persons from
any breaches or violations of this paragraph.
(f)
Buy-In. If the Company shall fail for any reason or for no reason
to issue to a Purchaser unlegended certificates within three (3) Business Days
of receipt of all documents necessary for the removal of the legend set forth
above (the "Deadline Date"), then, in addition to all other remedies available
to such Purchaser, if on or after the Business Day immediately following such
three (3) Business Day period, such Purchaser purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the holder of shares of Common Stock that such Purchaser anticipated
receiving from the Company without any restrictive legend (a "Buy-In"), then the
Company shall, within three (3) Business Days after such Purchaser's request and
in such Purchaser's sole discretion, either (i) pay cash to the Purchaser in an
amount equal to such Purchaser's total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased (the "Buy-In
Price"), at which point the Company's obligation to deliver such certificate
(and to issue such shares of Common Stock) shall terminate, or (ii) promptly
honor its obligation to deliver to such Purchaser a certificate or certificates
representing such shares of Common Stock and pay cash to the Purchaser in an
amount equal to the excess (if any) of the Buy-In Price over the product of (a)
such number of shares of Common Stock, times (b) the Closing Bid Price on the
Deadline Date.
4.2
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY ACKNOWLEDGES THAT THE
ISSUANCE OF THE SHARES MAY RESULT IN DILUTION OF THE OUTSTANDING SHARES OF
COMMON STOCK.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION ITS OBLIGATION TO ISSUE THE
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SHARES PURSUANT TO THE TRANSACTION DOCUMENTS, ARE UNCONDITIONAL AND ABSOLUTE AND
NOT SUBJECT TO ANY RIGHT OF SET OFF, COUNTERCLAIM, DELAY OR REDUCTION,
REGARDLESS OF THE EFFECT OF ANY SUCH DILUTION OR ANY CLAIM THE COMPANY MAY HAVE
AGAINST ANY PURCHASER AND REGARDLESS OF THE DILUTIVE EFFECT THAT SUCH ISSUANCE
MAY HAVE ON THE OWNERSHIP OF THE OTHER STOCKHOLDERS OF THE COMPANY.
4.3
FURNISHING OF INFORMATION. IN ORDER TO ENABLE THE PURCHASERS TO
SELL THE SHARES UNDER RULE 144 OF THE SECURITIES ACT, FOR A PERIOD OF TWO YEARS
FROM THE CLOSING, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT THEREOF AND FILE WITHIN THE
APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY AFTER
THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT. DURING SUCH TWO YEAR PERIOD, IF
THE COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL
PREPARE AND FURNISH TO THE PURCHASERS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE
WITH RULE 144(C) SUCH INFORMATION AS IS REQUIRED FOR THE PURCHASERS TO SELL THE