OF THE DILUTION SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP INTERESTS OF
OTHER SHAREHOLDERS OF THE COMPANY.
(F)
THERE IS NO AGREEMENT REQUIRED TO BE FILED WITH THE COMMISSION AS
AN EXHIBIT TO A REGISTRATION STATEMENT OR TO A FORM REQUIRED TO BE FILED BY THE
COMPANY UNDER THE EXCHANGE ACT WHICH HAS NOT BEEN SO FILED.
(G)
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.
9
7.
MISCELLANEOUS.
(A)
SUSPENSION OF OFFERS AND SALES.
EACH HOLDER OF REGISTRABLE
SECURITIES ACKNOWLEDGES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE
OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(F) HEREOF OR OF THE
COMMENCEMENT OF ANY BLACKOUT PERIOD OR DISCONTINUATION EVENT (AS DEFINED IN
SECTION 9(D) BELOW), SUCH HOLDER SHALL DISCONTINUE DISPOSITIONS OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE
SECURITIES UNTIL SUCH HOLDER'S RECEIPT OF COPIES OF THE SUPPLEMENTED PROSPECTUS
AND/OR AMENDED REGISTRATION STATEMENT AND/OR UNTIL IT IS ADVISED IN WRITING BY
THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS MAY BE RESUMED AND/OR UPON
EXPIRATION OF SUCH BLACKOUT PERIOD OR DISCONTINUATION EVENT, AS THE CASE MAY BE.
(B)
INFORMATION BY HOLDER.
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATION OF THE COMPANY TO INCLUDE THE REGISTRABLE SECURITIES OF ANY HOLDER IN
A REGISTRATION STATEMENT THAT SUCH HOLDER DELIVER TO THE COMPANY, AT LEAST FIVE
(5) DAYS PRIOR TO THE ANTICIPATED FILING DATE OF SUCH REGISTRATION STATEMENT,
SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES AND OTHER
SECURITIES OF THE COMPANY HELD BY SUCH HOLDER, THE HOLDER'S INTENDED METHOD OF
DISPOSITION OF THE REGISTRABLE SECURITIES AND ALL SUCH OTHER INFORMATION AS
SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH HOLDER'S
REGISTRABLE SECURITIES; PROVIDED THAT SUCH OBLIGATION SHALL ARISE ONLY IF THE
COMPANY SHALL HAVE DELIVERED TO THE HOLDER AT LEAST FIFTEEN (15) DAYS PRIOR TO
THE ANTICIPATED FILING DATE A QUESTIONNAIRE FOR THE PURPOSE OF OBTAINING SUCH
REQUIRED INFORMATION.
(C)
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.
(D)
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AS AND TO THE EXTENT SET
FORTH ON SCHEDULE 7(D) 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(D)