AND OTHER
LEGENDS.
THE COMPANY MAY NOT MAKE ANY NOTATION ON ITS RECORDS OR GIVE
INSTRUCTIONS TO ANY TRANSFER AGENT OF THE COMPANY THAT ENLARGE THE RESTRICTIONS
ON TRANSFER SET FORTH IN THIS SECTION.
CERTIFICATES FOR SHARES SUBJECT TO
LEGEND REMOVAL HEREUNDER SHALL BE TRANSMITTED BY THE TRANSFER AGENT OF THE
COMPANY TO THE PURCHASERS BY CREDITING THE ACCOUNT OF THE PURCHASER'S PRIME
BROKER WITH THE DEPOSITORY TRUST COMPANY SYSTEM.
(D)
EACH PURCHASER, SEVERALLY AND NOT JOINTLY WITH THE OTHER
PURCHASERS, AGREES THAT THE REMOVAL OF THE RESTRICTIVE LEGEND FROM CERTIFICATES
REPRESENTING SHARES AS SET FORTH IN THIS SECTION 4.1 IS PREDICATED UPON THE
COMPANY'S RELIANCE THAT THE PURCHASER WILL SELL ANY SHARES PURSUANT TO EITHER
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING ANY APPLICABLE
PROSPECTUS DELIVERY REQUIREMENTS, OR AN EXEMPTION THEREFROM.
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY PURCHASER OWNS THE
SHARES, 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 PURCHASER OWNS SHARES, IF THE COMPANY IS NOT REQUIRED TO FILE
REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH TO THE PURCHASERS AND
MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH INFORMATION AS IS
REQUIRED FOR THE PURCHASERS TO SELL SUCH SHARES UNDER RULE 144. THE COMPANY
FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SHARES
MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE
SUCH PERSON TO SELL SUCH SHARES WITHOUT REGISTRATION UNDER THE SECURITIES ACT
WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144.
4.3
INTEGRATION.
THE COMPANY SHALL NOT SELL, OFFER FOR SALE OR
SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS
DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE
OFFER OR SALE OF THE SHARES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION
UNDER THE SECURITIES ACT OF THE SALE OF THE SHARES TO THE PURCHASERS, OR THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SHARES FOR PURPOSES OF THE
RULES AND REGULATIONS OF ANY TRADING MARKET.
4.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
BY 8:30 A.M. (NEW YORK
TIME) ON THE SECOND BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, THE
COMPANY SHALL ISSUE A PRESS RELEASE REASONABLY ACCEPTABLE TO THE PURCHASERS
DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY AND FILE A CURRENT REPORT ON
FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY.
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, NOTHING HEREIN SHALL PREVENT
THE COMPANY FROM SELLING SHARES TO ADDITIONAL PURCHASERS, PROVIDED THAT, THE
COMPANY SHALL MAKE THE FILINGS AND DISCLOSURES AS REQUIRED BY THIS SECTION 4.4.
4.5
NON-PUBLIC INFORMATION.
THE COMPANY COVENANTS AND