FOR INSPECTION OF
ANY BUYER OR ITS LEGAL REPRESENTATIVES.
(B)
TRANSFER AGENT INSTRUCTIONS. THE COMPANY
SHALL ISSUE IRREVOCABLE INSTRUCTIONS TO ITS TRANSFER AGENT, AND ANY SUBSEQUENT
TRANSFER AGENT, TO ISSUE CERTIFICATES OR CREDIT SHARES TO THE APPLICABLE BALANCE
ACCOUNTS AT THE DEPOSITORY TRUST COMPANY ("DTC"), REGISTERED IN THE NAME OF EACH
BUYER OR ITS RESPECTIVE NOMINEE(S), FOR THE CONVERSION SHARES AND THE WARRANT
SHARES IN SUCH AMOUNTS AS SPECIFIED FROM TIME TO TIME BY EACH BUYER TO THE
COMPANY UPON CONVERSION OF THE PREFERRED SHARES OR EXERCISE OF THE WARRANTS IN
THE FORM OF EXHIBIT E ATTACHED HERETO (THE "IRREVOCABLE TRANSFER AGENT
INSTRUCTIONS"). THE COMPANY WARRANTS THAT NO INSTRUCTION OTHER THAN THE
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS REFERRED TO IN THIS SECTION 5(B), AND
STOP TRANSFER INSTRUCTIONS TO GIVE EFFECT TO SECTION 2(F) HEREOF, WILL BE GIVEN
BY THE COMPANY TO ITS TRANSFER AGENT WITH RESPECT TO THE SECURITIES, AND THAT
THE SECURITIES SHALL
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OTHERWISE BE FREELY TRANSFERABLE ON THE BOOKS AND RECORDS OF THE COMPANY, AS
APPLICABLE, AND TO THE EXTENT PROVIDED IN THIS 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 PERMIT THE
TRANSFER AND 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. IN THE EVENT THAT SUCH SALE, ASSIGNMENT OR TRANSFER
INVOLVES CONVERSION SHARES AND WARRANT SHARES SOLD, ASSIGNED OR TRANSFERRED
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN COMPLIANCE WITH RULE 144,
THE TRANSFER AGENT SHALL ISSUE SUCH SECURITIES TO THE BUYER, ASSIGNEE OR
TRANSFEREE, AS THE CASE MAY BE, WITHOUT ANY RESTRICTIVE LEGEND. THE COMPANY
ACKNOWLEDGES THAT A BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE
IRREPARABLE HARM TO A BUYER. ACCORDINGLY, THE COMPANY ACKNOWLEDGES THAT THE
REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 5(B) WILL BE
INADEQUATE AND AGREES, IN THE EVENT OF A BREACH OR THREATENED BREACH BY THE
COMPANY OF THE PROVISIONS OF THIS SECTION 5(B), THAT A BUYER SHALL BE ENTITLED,
IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO AN ORDER AND/OR 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.
6.
CONDITIONS TO THE COMPANY'S OBLIGATION
TO SELL.
(A)
THE OBLIGATION OF THE COMPANY HEREUNDER TO
ISSUE AND SELL THE PREFERRED SHARES AND THE RELATED WARRANTS TO EACH BUYER AT
THE CLOSING IS SUBJECT TO THE SATISFACTION, AT OR BEFORE THE CLOSING DATE, 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 BY PROVIDING EACH BUYER WITH PRIOR WRITTEN NOTICE THEREOF:
(I)
SUCH BUYER SHALL HAVE EXECUTED EACH OF
THE TRANSACTION DOCUMENTS TO WHICH