DELIVERED WITHOUT A
LEGEND.
NOTHING HEREIN SHALL LIMIT SUCH PURCHASER'S RIGHT TO PURSUE ACTUAL
DAMAGES FOR THE COMPANY'S FAILURE TO DELIVER CERTIFICATES REPRESENTING ANY
SECURITIES AS REQUIRED BY THE TRANSACTION DOCUMENTS, AND SUCH PURCHASER SHALL
HAVE THE RIGHT TO PURSUE ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY
INCLUDING, WITHOUT LIMITATION, A DECREE OF SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE RELIEF.
(E)
EACH PURCHASER, SEVERALLY AND NOT JOINTLY
WITH THE OTHER PURCHASERS, AGREES THAT SUCH PURCHASER WILL SELL ANY SECURITIES
ONLY PURSUANT TO EITHER THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
INCLUDING ANY APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS, OR AN EXEMPTION
THEREFROM, AND THAT IF SECURITIES ARE SOLD PURSUANT TO A REGISTRATION STATEMENT,
THEY WILL BE SOLD IN COMPLIANCE WITH THE PLAN OF DISTRIBUTION SET FORTH THEREIN,
AND ACKNOWLEDGES THAT THE REMOVAL OF THE RESTRICTIVE LEGEND FROM CERTIFICATES
REPRESENTING SECURITIES AS SET FORTH IN THIS SECTION 4.1 IS PREDICATED UPON THE
COMPANY'S RELIANCE UPON THIS UNDERSTANDING. IF A REGISTRATION STATEMENT CEASES
TO BE EFFECTIVE FOR A 30 CONSECUTIVE DAY PERIOD, AT ANY TIME BEFORE THE TIME THE
SECURITIES ARE ELIGIBLE FOR SALE UNDER RULE 144 WITHOUT THE REQUIREMENTS FOR THE
COMPANY TO BE IN COMPLIANCE WITH RULE 144(C)(1) AND OTHERWISE WITHOUT
RESTRICTIONS OR LIMITATIONS PURSUANT
22
TO RULE 144, EACH PURCHASER SHALL, AT THE COMPANY'S REQUEST IMMEDIATELY AFTER
SUCH 30 DAY PERIOD, RETURN THE CERTIFICATES REPRESENTING THE SECURITIES TO THE
TRANSFER AGENT FOR THE PURPOSE OF EXCHANGING SUCH CERTIFICATES FOR A CERTIFICATE
REPRESENTING SUCH SECURITIES WITH A LEGEND REQUIRED BY THIS AGREEMENT.
4.2
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY
ACKNOWLEDGES THAT THE ISSUANCE OF THE SECURITIES MAY RESULT IN DILUTION OF THE
OUTSTANDING SHARES OF COMMON STOCK, WHICH DILUTION MAY BE SUBSTANTIAL UNDER
CERTAIN MARKET CONDITIONS.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS
OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ITS
OBLIGATION TO ISSUE THE UNDERLYING 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.
THE COMPANY SHALL
CAUSE ITS COMMON STOCK TO BE REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT
WITHIN THE EARLIER OF (A) JUNE 30, 2008 AND (B) 30 DAYS FROM THE REVERSE MERGER
DATE (UNLESS OTHERWISE EXTENDED TO A LATER DATE BY WRITTEN CONSENT OF EACH
PURCHASER) (THE DATE THAT THE COMMON STOCK IS REGISTERED UNDER SECTION 12(G) OF
THE EXCHANGE ACT, THE "EXCHANGE ACT DATE").
UNTIL THE TIME THAT NO PURCHASER
OWNS SECURITIES, THE COMPANY COVENANTS 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 IT BECOMES SUBJECT TO THE
REPORTING OBLIGATIONS OF THE EXCHANGE ACT.
AS LONG AS ANY PURCHASER OWNS
SECURITIES, IF THE COMPANY IS NOT REQUIRED