THE REGISTER OPEN AND AVAILABLE AT ALL TIMES DURING BUSINESS HOURS 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 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 SECTIONS
2(F) AND 2(G) HEREOF, WILL BE GIVEN BY THE COMPANY TO ITS TRANSFER AGENT, WITH
RESPECT TO THE CONVERSION SHARES AND THE WARRANT SHARES, AND THAT THE
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SECURITIES SHALL OTHERWISE BE FREELY TRANSFERABLE ON THE BOOKS AND RECORDS OF
THE COMPANY AS 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 OR 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.
THE OBLIGATION
OF THE COMPANY HEREUNDER TO ISSUE AND SELL THE PREFERRED SHARES AND 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:
(A)
SUCH BUYER