TO AN AFFILIATE OF SUCH
PURCHASER, IF THE PROSPECTIVE TRANSFEREE AGREES IN ALL SUCH INSTANCES IN WRITING
TO BE SUBJECT TO THE TERMS HEREOF TO THE SAME EXTENT AS IF HE OR SHE WERE AN
ORIGINAL INVESTOR HEREUNDER.
4.2
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY ACKNOWLEDGES THAT THE
ISSUANCE OF THE SECURITIES MAY RESULT IN DILUTION OF THE OUTSTANDING SHARES OF
COMMON STOCK, WHICH DILUTION MAY BE SUBSTANTIAL UNDER CERTAIN MARKET
CONDITIONS.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION ITS OBLIGATION TO ISSUE THE
UNDERLYING SHARES PURSUANT TO THE TRANSACTION DOCUMENTS, ARE UNCONDITIONAL AND
ABSOLUTE AND NOT SUBJECT TO ANY RIGHT OF SET OFF, COUNTERCLAIM, DELAY OR
REDUCTION, REGARDLESS OF THE EFFECT OF ANY SUCH DILUTION OR ANY CLAIM THE
COMPANY MAY HAVE AGAINST ANY PURCHASER AND REGARDLESS OF THE DILUTIVE EFFECT
THAT SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP OF THE OTHER STOCKHOLDERS OF THE
COMPANY.
4.3
FURNISHING OF INFORMATION.
AS LONG AS THE PURCHASERS BENEFICIALLY
OWN ANY OF THE 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 THE PURCHASERS BENEFICIALLY OWN ANY OF THE
SECURITIES, IF THE COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO THE
EXCHANGE ACT, IT WILL PREPARE AND FURNISH TO EACH PURCHASER AND MAKE PUBLICLY
AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH INFORMATION AS IS REQUIRED FOR
SUCH PURCHASER 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, ALL TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH
PERSON TO SELL SUCH SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT
WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144.
4.4
INTEGRATION.
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR
ANY PERSON ACTING ON ITS OR THEIR BEHALF SHALL 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 CERTIFICATE OF DESIGNATION SET FORTH THE TOTALITY OF THE PROCEDURES
REQUIRED OF A PURCHASER IN ORDER TO EXERCISE THE WARRANTS OR CONVERT THE
PREFERRED STOCK.
NO ADDITIONAL LEGAL OPINION OR OTHER INFORMATION OR
INSTRUCTIONS SHALL BE REQUIRED OF SUCH PURCHASER TO EXERCISE THEIR WARRANTS OR
CONVERT THEIR PREFERRED STOCK.
THE COMPANY SHALL HONOR EXERCISES OF THE
WARRANTS AND