SECURITY INTEREST IN SOME OR ALL OF THE
SECURITIES PURSUANT TO A BONA FIDE MARGIN AGREEMENT IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT AND, IF REQUIRED UNDER THE TERMS OF SUCH AGREEMENT OR
ACCOUNT, SUCH INVESTOR MAY TRANSFER PLEDGED OR SECURED SECURITIES TO THE
PLEDGEES OR SECURED PARTIES.
SUCH A PLEDGE OR TRANSFER WOULD NOT BE SUBJECT TO
APPROVAL OR CONSENT OF THE COMPANY AND NO LEGAL OPINION OF LEGAL COUNSEL TO THE
PLEDGEE, SECURED PARTY OR PLEDGOR SHALL BE REQUIRED IN CONNECTION WITH THE
PLEDGE, BUT SUCH LEGAL OPINION MAY BE REQUIRED IN CONNECTION WITH A SUBSEQUENT
TRANSFER FOLLOWING DEFAULT BY THE INVESTOR TRANSFEREE OF THE PLEDGE.
NO NOTICE
SHALL BE REQUIRED OF SUCH PLEDGE.
AT THE APPROPRIATE INVESTOR'S EXPENSE, THE
COMPANY WILL EXECUTE AND DELIVER SUCH REASONABLE DOCUMENTATION AS A PLEDGEE OR
SECURED PARTY OF SECURITIES MAY REASONABLY REQUEST IN CONNECTION WITH A PLEDGE
OR TRANSFER OF THE SECURITIES INCLUDING THE PREPARATION AND FILING OF ANY
REQUIRED PROSPECTUS SUPPLEMENT UNDER RULE 424(B)(3) OF THE SECURITIES ACT OR
OTHER APPLICABLE PROVISION OF THE SECURITIES ACT TO APPROPRIATELY AMEND THE LIST
OF SELLING STOCKHOLDERS THEREUNDER.
(C)
AT THE REQUEST OF AN INVESTOR, THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE CERTIFICATES EVIDENCING
UNDERLYING SHARES AND WARRANT SHARES NOT TO CONTAIN ANY LEGEND (INCLUDING THE
LEGEND SET FORTH IN SECTION 4.1(B)): (I) WHILE A REGISTRATION STATEMENT
(INCLUDING THE REGISTRATION STATEMENT) COVERING SUCH UNDERLYING SHARES OR
WARRANT SHARES IS THEN EFFECTIVE, OR (II) FOLLOWING A SALE OR TRANSFER OF SUCH
SECURITIES PURSUANT TO RULE 144 (ASSUMING THE TRANSFEROR IS NOT AN AFFILIATE OF
THE COMPANY), OR (III) WHILE SUCH SECURITIES ARE ELIGIBLE FOR SALE UNDER RULE
144(K).
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY INVESTOR 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 HEREOF PURSUANT TO THE
EXCHANGE ACT.
AS LONG AS ANY INVESTOR OWNS SECURITIES, IF THE COMPANY IS NOT
REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH TO
THE INVESTORS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH
INFORMATION AS IS REQUIRED FOR THE INVESTORS TO SELL THE UNDERLYING SHARES AND
WARRANT SHARES UNDER RULE 144. THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE
SUCH FURTHER ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY REQUEST, ALL TO
THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL THE
UNDERLYING SHARES AND WARRANT SHARES WITHOUT REGISTRATION UNDER THE SECURITIES
ACT WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144.
4.3
SUBSEQUENT SECURITIES OFFERINGS.
17
(A)
PRIOR TO (I) THE FIRST YEAR ANNIVERSARY OF THE EFFECTIVE DATE, (II) THE
DATE THAT THE PREFERRED SHARES HAVE BEEN CONVERTED ENTIRELY INTO COMMON STOCK,
OR (III) CONSUMMATION OF AN EVENT, AS DEFINED IN SECTION 3(C) OF THE ARTICLES OF
AMENDMENT, WHICHEVER IS FIRST TO OCCUR, IN THE EVENT THE COMPANY, DIRECTLY OR
INDIRECTLY, OFFERS,