FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER
ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY REQUEST, TO THE EXTENT
REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL SUCH SECURITIES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE REQUIREMENTS OF THE EXEMPTION
PROVIDED BY RULE 144.
4.4
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 SECURITIES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION
UNDER THE SECURITIES ACT OF THE SALE OF THE SECURITIES TO THE PURCHASERS OR THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES FOR PURPOSES OF THE
RULES AND REGULATIONS OF ANY TRADING MARKET.
4.5
CONVERSION AND EXERCISE PROCEDURES.
THE FORM OF NOTICE OF
EXERCISE INCLUDED IN THE WARRANTS AND THE FORM OF NOTICE OF CONVERSION INCLUDED
IN THE DEBENTURES SET FORTH THE TOTALITY OF THE PROCEDURES REQUIRED OF THE
PURCHASERS IN ORDER TO EXERCISE THE WARRANTS OR CONVERT THE DEBENTURES.
NO
ADDITIONAL LEGAL OPINION OR OTHER INFORMATION OR INSTRUCTIONS SHALL BE REQUIRED
OF THE PURCHASERS TO EXERCISE THEIR WARRANTS OR CONVERT THEIR DEBENTURES.
THE
COMPANY SHALL HONOR EXERCISES OF THE WARRANTS AND CONVERSIONS OF THE DEBENTURES
AND SHALL DELIVER UNDERLYING SHARES IN ACCORDANCE WITH THE TERMS, CONDITIONS AND
TIME PERIODS SET FORTH IN THE TRANSACTION DOCUMENTS.
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY 8:30
A.M. NEW YORK CITY TIME ON THE TRADING DAY FOLLOWING THE DATE HEREOF, ISSUE A
CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND ATTACHING THE TRANSACTION DOCUMENTS THERETO.
THE
COMPANY AND EACH PURCHASER SHALL CONSULT WITH EACH OTHER IN ISSUING ANY OTHER
PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER
THE COMPANY NOR ANY PURCHASER SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE
MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE PRIOR CONSENT OF THE COMPANY, WITH
RESPECT TO ANY PRESS RELEASE OF ANY PURCHASER, OR WITHOUT THE PRIOR CONSENT OF
EACH PURCHASER, WITH RESPECT TO ANY PRESS RELEASE OF THE COMPANY, WHICH CONSENT
SHALL NOT UNREASONABLY BE WITHHELD OR DELAYED, EXCEPT IF SUCH DISCLOSURE IS
REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE
OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME
OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY FILING WITH THE
COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH PURCHASER, EXCEPT (I) AS REQUIRED BY FEDERAL SECURITIES LAW IN
CONNECTION WITH (A) ANY REGISTRATION STATEMENT
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CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT AND (B) THE FILING OF FINAL
TRANSACTION DOCUMENTS (INCLUDING SIGNATURE PAGES THERETO) WITH THE COMMISSION
AND (II) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR TRADING MARKET
REGULATIONS, IN WHICH CASE THE COMPANY