AND STOP TRANSFER INSTRUCTIONS TO GIVE EFFECT
TO SECTION 2(H) HEREOF, WILL BE GIVEN BY THE COMPANY TO ITS TRANSFER AGENT WITH
RESPECT TO THE SECURITIES, AND THAT THE SECURITIES SHALL 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(G), 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, COMMON
SHARES AND/OR WARRANT SHARES SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT WITH PROSPECTUS DELIVERY (UNLESS AN EXEMPTION
FROM THE PROSPECTUS DELIVERY REQUIREMENTS IS AVAILABLE), OR PURSUANT TO RULE
144, THE TRANSFER AGENT SHALL ISSUE SUCH SECURITIES TO THE BUYER, ASSIGNEE OR
TRANSFEREE, AS THE CASE MAY BE, WITHOUT ANY RESTRICTIVE LEGEND.
(C)
BREACH.
THE COMPANY ACKNOWLEDGES THAT A
BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO A BUYER
AND THAT THE REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 5
WILL BE INADEQUATE.
IN ADDITION, THE COMPANY AGREES, IN THE EVENT OF A BREACH
OR THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF THIS SECTION 5, THAT A
BUYER SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO SEEK 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.
(D)
ADDITIONAL RELIEF.
IF THE COMPANY SHALL
FAIL FOR ANY REASON OR FOR NO REASON TO ISSUE TO SUCH HOLDER UNLEGENDED
CERTIFICATES WITHIN THREE (3) BUSINESS DAYS OF RECEIPT OF DOCUMENTS NECESSARY
FOR THE REMOVAL OF LEGEND SET FORTH ABOVE (THE "DEADLINE DATE"), THEN, IN
ADDITION TO ALL OTHER REMEDIES AVAILABLE TO THE HOLDER, IF ON OR AFTER THE
TRADING DAY (AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS) IMMEDIATELY
FOLLOWING SUCH THREE BUSINESS DAY PERIOD, THE HOLDER 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 THE HOLDER
ANTICIPATED RECEIVING FROM THE COMPANY (A "BUY-IN"), THEN THE COMPANY SHALL,
WITHIN THREE BUSINESS DAYS AFTER THE HOLDER'S REQUEST AND IN THE HOLDER'S
DISCRETION, EITHER (I) PAY CASH TO THE HOLDER IN AN AMOUNT EQUAL TO THE HOLDER'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 THE
HOLDER A CERTIFICATE OR
26
CERTIFICATES REPRESENTING