AND REGULATIONS OF ANY TRADING MARKET IN A
MANNER THAT WOULD REQUIRE STOCKHOLDER APPROVAL OF THE SALE OF THE SECURITIES TO
THE INVESTORS.
14
4.4
SUBSEQUENT REGISTRATIONS.
OTHER THAN
PURSUANT TO THE REGISTRATION STATEMENT, PRIOR TO THE EFFECTIVE DATE, THE COMPANY
MAY NOT FILE ANY REGISTRATION STATEMENT (OTHER THAN ON FORM S-8) WITH THE
COMMISSION WITH RESPECT TO ANY SECURITIES OF THE COMPANY.
4.5
SECURITIES LAWS DISCLOSURE; PUBLICITY.
BY
9:00 A.M. (NEW YORK TIME) ON THE TRADING DAY FOLLOWING THE EXECUTION OF THIS
AGREEMENT, AND BY 9:00 A.M. (NEW YORK TIME) ON THE CLOSING DATE, THE COMPANY
SHALL ISSUE PRESS RELEASES DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY AND
THE CLOSING.
ON THE TRADING DAY FOLLOWING THE EXECUTION OF THIS AGREEMENT THE
COMPANY WILL FILE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF
THE TRANSACTION DOCUMENTS (AND ATTACH AS EXHIBITS THERETO THE TRANSACTION
DOCUMENTS), AND ON THE CLOSING DATE THE COMPANY WILL FILE AN ADDITIONAL CURRENT
REPORT ON FORM 8-K TO DISCLOSE THE CLOSING.
IN ADDITION, THE COMPANY WILL MAKE
SUCH OTHER FILINGS AND NOTICES IN THE MANNER AND TIME REQUIRED BY THE COMMISSION
AND THE TRADING MARKET ON WHICH THE COMMON STOCK IS LISTED.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY INVESTOR, OR
INCLUDE THE NAME OF ANY INVESTOR IN ANY FILING WITH THE COMMISSION (OTHER THAN
THE REGISTRATION STATEMENT AND ANY EXHIBITS TO FILINGS MADE IN RESPECT OF THIS
TRANSACTION IN ACCORDANCE WITH PERIODIC FILING REQUIREMENTS UNDER THE EXCHANGE
ACT) OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH INVESTOR, EXCEPT TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY
LAW OR TRADING MARKET REGULATIONS.
4.6
LIMITATION ON ISSUANCE OF FUTURE PRICED
SECURITIES.
DURING THE SIX MONTHS FOLLOWING THE CLOSING DATE, THE COMPANY SHALL
NOT ISSUE ANY "FUTURE PRICED SECURITIES" AS SUCH TERM IS DESCRIBED BY NASD
IM-4350-1.
4.7
INDEMNIFICATION OF INVESTORS.
IN ADDITION
TO THE INDEMNITY PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT, THE COMPANY WILL
INDEMNIFY AND HOLD THE INVESTORS AND THEIR DIRECTORS, OFFICERS, SHAREHOLDERS,
PARTNERS, EMPLOYEES, AFFILIATES AND AGENTS (EACH, AN "INVESTOR PARTY") HARMLESS
FROM ANY AND ALL LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES,
DAMAGES, COSTS AND EXPENSES, INCLUDING ALL JUDGMENTS, AMOUNTS PAID IN
SETTLEMENTS, COURT COSTS AND REASONABLE ATTORNEYS' FEES AND COSTS OF
INVESTIGATION (COLLECTIVELY, "LOSSES") THAT ANY SUCH INVESTOR PARTY MAY SUFFER
OR INCUR AS A RESULT OF OR RELATING TO ANY MISREPRESENTATION, BREACH OR
INACCURACY OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT MADE BY THE
COMPANY IN ANY TRANSACTION DOCUMENT.
IN ADDITION TO THE INDEMNITY CONTAINED
HEREIN, THE COMPANY WILL REIMBURSE EACH INVESTOR PARTY FOR ITS REASONABLE LEGAL
AND OTHER EXPENSES (INCLUDING THE COST OF ANY INVESTIGATION, PREPARATION AND
TRAVEL IN CONNECTION THEREWITH) INCURRED IN CONNECTION THEREWITH, AS SUCH
EXPENSES ARE INCURRED.
4.8
NON-PUBLIC INFORMATION.
THE COMPANY
COVENANTS AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF
WILL PROVIDE ANY INVESTOR OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE
COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS