TO DELIVER WRITTEN NOTICE TO THE COMPANY
WITHIN A REASONABLE TIME OF THE COMMENCEMENT OF ANY SUCH ACTION SHALL NOT
RELIEVE THE COMPANY PARTY OF ANY LIABILITY TO THE PURCHASE PARTY UNDER THIS
SECTION 4.8, EXCEPT TO THE EXTENT THAT THE COMPANY IS PREJUDICED IN ITS ABILITY
TO DEFEND SUCH ACTION.
4.9
RESERVATION OF COMMON STOCK. AS OF THE DATE HEREOF, THE COMPANY
HAS RESERVED AND THE COMPANY SHALL CONTINUE TO RESERVE AND KEEP AVAILABLE AT ALL
TIMES, FREE OF PREEMPTIVE RIGHTS, A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK
FOR THE PURPOSE OF ENABLING THE COMPANY TO ISSUE SHARES PURSUANT TO THIS
AGREEMENT AND WARRANT SHARES PURSUANT TO ANY EXERCISE OF THE WARRANTS.
4.10
EQUAL TREATMENT OF PURCHASERS.
NO CONSIDERATION SHALL BE OFFERED
OR PAID TO ANY PERSON TO AMEND OR CONSENT TO A WAIVER OR MODIFICATION OF ANY
PROVISION OF ANY OF THE TRANSACTION DOCUMENTS UNLESS THE SAME CONSIDERATION IS
ALSO OFFERED TO ALL OF THE PARTIES TO THE TRANSACTION DOCUMENTS.
FOR
CLARIFICATION PURPOSES, THIS PROVISION CONSTITUTES A SEPARATE RIGHT GRANTED TO
EACH PURCHASER BY THE COMPANY AND NEGOTIATED SEPARATELY BY EACH PURCHASER, AND
IS INTENDED TO TREAT FOR THE COMPANY THE PURCHASERS AS A CLASS AND SHALL NOT IN
ANY WAY BE CONSTRUED AS THE PURCHASERS ACTING IN CONCERT OR AS A GROUP WITH
RESPECT TO THE PURCHASE, DISPOSITION OR VOTING OF SECURITIES OR OTHERWISE.
4.11
ADDITIONAL REGISTRATION STATEMENTS.
FROM THE DATE HEREOF UNTIL SIX
MONTHS AFTER THE CLOSING DATE, WITHOUT THE PRIOR WRITTEN CONSENT OF PURCHASERS
OWNING A MAJORITY OF THE SHARES, THE COMPANY WILL NOT FILE A REGISTRATION
STATEMENT OTHER THAN A REGISTRATION STATEMENT OR A REGISTRATION STATEMENT ON
FORM S-8, FORM S-4 OR ANY SUCCESSOR FORM THERETO.
4.12
LOCK-UP AGREEMENTS.
FROM THE DATE HEREOF UNTIL SIX MONTHS AFTER
THE EFFECTIVE DATE, THE SELLING STOCKHOLDERS SHALL NOT, DIRECTLY OR INDIRECTLY
OFFER, SELL, PLEDGE, CONTRACT TO SELL, (INCLUDING ANY SHORT SALE), GRANT ANY
OPTION TO PURCHASE OR OTHERWISE DISPOSE OF ANY EQUITY SECURITIES OF THE COMPANY
OR ENTER INTO ANY HEDGING TRANSACTION RELATING TO ANY EQUITY SECURITIES OF THE
COMPANY; PROVIDED, HOWEVER, THAT SUBJECT TO APPLICABLE PROVISIONS OF THE
SECURITIES ACT, THIS SECTION 4.12 SHALL NOT APPLY TO DISPOSITIONS OF COMMON
STOCK PURCHASED BY THE SELLING STOCKHOLDERS AFTER THE DATE HEREOF IN AN OPEN
MARKET TRANSACTION.
4.13
SHORT SALES AND CONFIDENTIALITY AFTER THE DATE HEREOF.
EACH
PURCHASER SEVERALLY AND NOT JOINTLY WITH THE OTHER PURCHASERS COVENANTS THAT
NEITHER IT NOR ANY AFFILIATE ACTING ON ITS BEHALF OR PURSUANT TO ANY
UNDERSTANDING WITH IT WILL ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY TRANSACTIONS
IN THE SECURITIES OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SHORT SALES
INVOLVING THE COMPANY'S SECURITIES) DURING THE PERIOD COMMENCING AT THE
DISCUSSION TIME AND UNTIL SUCH TIME AS (I) THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE FIRST PUBLICLY
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ANNOUNCED AS DESCRIBED IN SECTION 4.4 OR (II) THIS AGREEMENT IS TERMINATED IN
FULL PURSUANT TO SECTION 5.1.
EACH PURCHASER UNDERSTANDS AND ACKNOWLEDGES,
SEVERALLY AND NOT JOINTLY WITH ANY OTHER PURCHASER, THAT THE COMMISSION