THE DELIVERY BY AN INVESTOR TO THE COMPANY OR
THE COMPANY'S TRANSFER AGENT OF A CERTIFICATE REPRESENTING SHARES OR WARRANT
SHARES CONTAINING A RESTRICTIVE LEGEND, DELIVER OR CAUSE TO BE DELIVERED TO SUCH
INVESTOR A CERTIFICATE REPRESENTING SUCH SHARES OR WARRANT SHARES THAT IS FREE
FROM ALL RESTRICTIVE 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.
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY INVESTOR OWNS 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 ANY INVESTOR OWNS SECURITIES, IF THE COMPANY IS NOT
REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH TO
THE INVESTORS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH
INFORMATION AS IS REQUIRED FOR THE INVESTORS TO SELL THE SHARES AND WARRANT
SHARES 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 THE SHARES AND
WARRANT SHARES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144.
4.3
PARTICIPATION RIGHTS.
IF AT ANY TIME PRIOR TO THE TWO-YEAR
ANNIVERSARY OF THE CLOSING DATE, THE COMPANY PROPOSES TO ISSUE ANY EQUITY COMMON
STOCK OR COMMON STOCK EQUIVALENTS (COLLECTIVELY, "NEW ISSUE SECURITIES"), THE
COMPANY SHALL FIRST OFFER THE NEW ISSUE SECURITIES TO THE INVESTORS IN
ACCORDANCE WITH THE FOLLOWING PROVISIONS:
(A)
THE COMPANY SHALL GIVE WRITTEN NOTICE, WHICH MAY BE ON A
CONFIDENTIAL BASIS, TO EACH INVESTOR (THE "NOTICE") STATING (I) ITS INTENTION TO
ISSUE THE NEW ISSUE SECURITIES, (II) THE NUMBER AND DESCRIPTION OF THE NEW ISSUE
SECURITIES PROPOSED TO BE ISSUED AND (III) THE PURCHASE PRICE (CALCULATED AS OF
THE PROPOSED ISSUANCE DATE) AND THE OTHER TERMS AND CONDITIONS UPON WHICH THE
COMPANY IS OFFERING THE NEW ISSUE SECURITIES; PROVIDED, HOWEVER, THAT THE
PURCHASE PRICE OF NEW ISSUE SECURITIES IN AN UNDERWRITTEN PUBLIC OFFERING WILL
BE COMMUNICATED TO THE INVESTORS ON THE DATE OF PRICING.
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(B)
TRANSMITTAL OF THE NOTICE TO THE INVESTORS BY THE COMPANY SHALL
CONSTITUTE AN OFFER BY THE COMPANY TO SELL TO EACH INVESTOR A NUMBER OF NEW
ISSUE SECURITIES EQUAL TO THE PRODUCT OF (X) THE NUMBER OF NEW ISSUE SECURITIES
BEING OFFERED AND (Y) THE QUOTIENT OBTAINED BY DIVIDING (I) THE SUM OF NUMBER OF
SHARES PURCHASED BY SUCH INVESTOR HEREUNDER AND THE NUMBER OF WARRANT SHARES
ISSUABLE UPON EXERCISE OF THE WARRANT PURCHASED BY SUCH INVESTOR HEREUNDER BY
(II) THE FULLY DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF THE
DATE HEREOF (THE "BASIC AMOUNT") FOR THE PRICE AND UPON THE TERMS AND CONDITIONS
SET