THIS AGREEMENT, ROUNDED UP TO THE NEAREST WHOLE SHARE (THE
"CONTINGENT WARRANTS").
11
(B)
THE PURCHASE PRICE FOR EACH CONTINGENT
WARRANT IS $.125 MULTIPLIED BY THE NUMBER OF SHARES OF COMMON STOCK PURCHASABLE
UNDER EACH CONTINGENT WARRANT (THE "CONTINGENT WARRANT SHARES").
AS A CONDITION
TO THE ISSUANCE OF A CONTINGENT WARRANT TO EACH INVESTOR, SUCH INVESTOR SHALL
DELIVER TO THE COMPANY THE PURCHASE PRICE FOR SUCH CONTINGENT WARRANT.
BY
PAYING THE PURCHASE PRICE FOR A CONTINGENT WARRANT AND ACCEPTING SUCH CONTINGENT
WARRANT, EACH INVESTOR CONFIRMS THE REPRESENTATIONS AND WARRANTIES OF SUCH
INVESTOR SET FORTH IN ARTICLE II OF THIS AGREEMENT WITH RESPECT TO THE PURCHASE
OF SUCH CONTINGENT WARRANT.
(C)
IF THE COMPANY HAS NOT ENTERED INTO A
PARTNERSHIP ON OR PRIOR TO THE TRIGGER DATE, WITHIN FIVE (5) BUSINESS DAYS AFTER
THE TRIGGER DATE, THE COMPANY SHALL PROVIDE NOTICE TO EACH INVESTOR TO THAT
EFFECT PURSUANT TO THE NOTICE PROVISIONS SET FORTH IN SECTION 10.7.
THE NOTICE
SHALL INCLUDE THE NUMBER OF CONTINGENT WARRANT SHARES THAT SUCH INVESTOR IS
ENTITLED TO PURCHASE UNDER THE CONTINGENT WARRANT TO BE ISSUED TO SUCH INVESTOR,
THE AGGREGATE PURCHASE PRICE FOR SUCH CONTINGENT WARRANT AND PAYMENT
INSTRUCTIONS.
EACH INVESTOR SHALL FORWARD THE PURCHASE PRICE SET FORTH IN THE
NOTICE WITHIN TEN (10) BUSINESS DAYS FOLLOWING RECEIPT OF SUCH NOTICE.
THE
COMPANY SHALL DELIVER TO EACH INVESTOR A WARRANT CERTIFICATE IN THE FORM OF
EXHIBIT A REPRESENTING THE CONTINGENT WARRANT SO PURCHASED BY EACH INVESTOR
WITHIN TWO (2) BUSINESS DAYS FOLLOWING RECEIPT OF THE PURCHASE PRICE FOR SUCH
CONTINGENT WARRANT.
FAILURE BY ANY INVESTOR TO DELIVER THE PURCHASE PRICE FOR
SUCH INVESTOR'S CONTINGENT WARRANT SHALL FORFEIT SUCH INVESTOR'S RIGHT TO
RECEIVE A CONTINGENT WARRANT AND THE COMPANY SHALL HAVE NO FURTHER OBLIGATIONS
UNDER THIS SECTION 4.9 WITH RESPECT TO SUCH INVESTOR.
(D)
FOR PURPOSES OF THE COMPANY'S AND THE
INVESTORS' RIGHTS AND OBLIGATIONS UNDER THIS SECTION 4.9, THE TERMS WARRANTS AND
SECURITIES AS USED IN THIS AGREEMENT SHALL INCLUDE THE CONTINGENT WARRANTS AND
THE TERM WARRANT SHARES AS USED IN THIS AGREEMENT SHALL INCLUDE THE CONTINGENT
WARRANT SHARES.
ARTICLE V
TRANSFER AGENT INSTRUCTIONS; REMOVAL OF LEGENDS
5.1
ISSUANCE OF CERTIFICATES.
THE COMPANY WILL,
OR WILL INSTRUCT ITS TRANSFER AGENT TO, ISSUE CERTIFICATES, REGISTERED IN THE
NAME OF EACH INVESTOR OR ITS NOMINEE, FOR THE SECURITIES AND, PROMPTLY UPON
EXERCISE OF ANY WARRANTS, THE APPLICABLE WARRANT SHARES.
ALL SUCH CERTIFICATES
WILL BEAR THE RESTRICTIVE LEGEND DESCRIBED IN SECTION 2.7, EXCEPT AS OTHERWISE
SPECIFIED IN THIS ARTICLE V.
THE COMPANY WILL NOT GIVE TO ITS TRANSFER AGENT
ANY INSTRUCTION OTHER THAN AS DESCRIBED IN THIS ARTICLE V AND STOP TRANSFER
INSTRUCTIONS TO GIVE EFFECT TO SECTION 2.7 HEREOF (PRIOR TO REGISTRATION OF THE
SECURITIES UNDER THE SECURITIES ACT).
NOTHING IN THIS SECTION WILL AFFECT IN
ANY WAY THE INVESTOR'S OBLIGATIONS TO COMPLY WITH ALL APPLICABLE PROSPECTUS
DELIVERY REQUIREMENTS, IF ANY, UPON RESALE OF THE COMMON SHARES AND/OR WARRANT
SHARES.
5.2
UNRESTRICTED SECURITIES.
IF, UNLESS
OTHERWISE REQUIRED BY APPLICABLE STATE SECURITIES LAWS, (A) THE SECURITIES OR