DECREE OF SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE RELIEF.
(E)
EACH PURCHASER, SEVERALLY AND NOT JOINTLY WITH THE OTHER
PURCHASERS, AGREES THAT SUCH PURCHASER WILL SELL ANY SECURITIES PURSUANT TO
EITHER THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING ANY
APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS, OR AN EXEMPTION THEREFROM, AND THAT
IF SECURITIES ARE SOLD PURSUANT TO A REGISTRATION STATEMENT, THEY WILL BE SOLD
IN COMPLIANCE WITH THE PLAN OF DISTRIBUTION SET FORTH THEREIN, AND ACKNOWLEDGES
THAT THE REMOVAL OF THE RESTRICTIVE LEGEND FROM CERTIFICATES REPRESENTING
SECURITIES AS SET FORTH IN THIS SECTION 4.1 IS PREDICATED UPON THE COMPANY'S
RELIANCE UPON THIS UNDERSTANDING.
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4.2
FURNISHING OF INFORMATION.
UNTIL THE EARLIEST OF THE TIME THAT
(I) NO PURCHASER OWNS SECURITIES OR (II) THE WARRANTS HAVE EXPIRED, THE COMPANY
COVENANTS TO USE REASONABLE EFFORTS 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 EVEN IF THE COMPANY IS NOT THEN SUBJECT TO THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT.
AS LONG AS ANY PURCHASER OWNS SECURITIES, IF
THE COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO THE EXCHANGE ACT, 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 THE SECURITIES UNDER RULE 144. THE COMPANY 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.
4.3
INTEGRATION.
FOR A PERIOD OF SIX MONTHS FROM THE CLOSING DATE,
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 FOR PURPOSES OF THE RULES AND REGULATIONS OF
ANY TRADING MARKET SUCH THAT IT WOULD REQUIRE SHAREHOLDER APPROVAL PRIOR TO THE
CLOSING OF SUCH OTHER TRANSACTION UNLESS SHAREHOLDER APPROVAL IS OBTAINED BEFORE
THE CLOSING OF SUCH SUBSEQUENT TRANSACTION.
4.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY 9:00
A.M. (NEW YORK CITY TIME) ON THE TRADING DAY IMMEDIATELY FOLLOWING THE DATE
HEREOF, ISSUE A PRESS RELEASE, DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY, AND
BY THE FOURTH TRADING DAY FOLLOWING THE DATE HEREOF,
FILE A CURRENT REPORT ON FORM 8-K, FILING THE TRANSACTION DOCUMENTS AS EXHIBITS
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