RECORDS OR GIVE
INSTRUCTIONS TO ANY TRANSFER AGENT OF THE COMPANY THAT ENLARGE THE RESTRICTIONS
ON TRANSFER SET FORTH IN THIS
24
SECTION.
CERTIFICATES FOR SECURITIES SUBJECT TO LEGEND REMOVAL HEREUNDER SHALL
BE TRANSMITTED BY THE TRANSFER AGENT OF THE COMPANY TO THE PURCHASERS BY
CREDITING THE ACCOUNT OF THE PURCHASER'S PRIME BROKER WITH THE DEPOSITORY TRUST
COMPANY SYSTEM, IF PRACTICABLE.
(D)
EACH PURCHASER, SEVERALLY AND NOT JOINTLY WITH THE OTHER
PURCHASERS, AGREES 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 THAT THE 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. TO PROVIDE
FURTHER ASSURANCE IN CONNECTION WITH LEGEND REMOVAL, EACH PURCHASER HEREUNDER
COMMITS THAT IT WILL CONTINUE TO HOLD THE SHARES IN ITS OWN NAME, AND NOT IN THE
NAME OF A NOMINEE, UNTIL SUCH TIME AS THE SHARES ARE DULY AND PROPERLY SOLD IN
COMPLIANCE WITH ALL RELEVANT SECURITIES LAWS. BOTH THE COMPANY AND ITS TRANSFER
AGENT, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, MAY RELY
ON THIS SUBSECTION (D) AND EACH PURCHASER HEREUNDER WILL INDEMNIFY AND HOLD
HARMLESS EACH OF SUCH PERSONS FROM ANY BREACHES OR VIOLATIONS OF THIS PARAGRAPH.
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY PURCHASER OWNS
SECURITIES, THE COMPANY COVENANTS TO USE ITS REASONABLE COMMERCIAL 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.
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 USE COMMERCIALLY REASONABLE EFFORTS TO 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
(A) RULE 144 UNDER THE SECURITIES ACT, AS SUCH RULE MAY BE AMENDED FROM TIME TO
TIME, OR (B) ANY SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC.
UPON
REQUEST, THE COMPANY WILL PROVIDE TO A PURCHASER WRITTEN CERTIFICATION OF ITS
COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 4.2.
4.3
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