SECURITIES, THE COMPANY
SHALL DELIVER TO SUCH HOLDER A WRITTEN CERTIFICATION OF A DULY AUTHORIZED
OFFICER AS TO WHETHER IT HAS COMPLIED WITH THE PRECEDING SENTENCE UNLESS SUCH
STATEMENT HAS BEEN INCLUDED IN THE COMPANY'S MOST RECENT REPORT FILED PURSUANT
TO SECTION 13 OR SECTION 15(D) OF THE EXCHANGE ACT.
PRIOR TO THE REGISTRATION
OF THE RE-SALE OF THE SECURITIES (THE "EFFECTIVENESS PERIOD"), AS LONG AS
PURCHASER OWNS SECURITIES, IF THE COMPANY IS NOT REQUIRED TO FILE REPORTS
PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH TO THE PURCHASER AND MAKE
PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH INFORMATION AS IS
REQUIRED FOR THE PURCHASER TO SELL THE SECURITIES UNDER RULE 144.
THE COMPANY
FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION DURING THE EFFECTIVENESS
PERIOD 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 LIMITATION OF THE EXEMPTIONS
PROVIDED BY RULE 144.
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 MANNER THAT WOULD REQUIRE THE REGISTRATION
UNDER THE SECURITIES ACT OF THE SALE OF THE SECURITIES TO THE PURCHASER OR THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES FOR PURPOSES OF THE
RULES AND REGULATIONS OF ANY TRADING MARKET SUCH THAT IT WOULD REQUIRE
STOCKHOLDER APPROVAL PRIOR TO THE CLOSING OF SUCH OTHER TRANSACTION UNLESS
STOCKHOLDER APPROVAL IS OBTAINED BEFORE THE CLOSING OF SUCH SUBSEQUENT
TRANSACTION.
18
4.4
[INTENTIONALLY OMITTED.]
4.5
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, WITHIN
FIVE BUSINESS DAYS OF THE DATE OF THIS AGREEMENT, ISSUE A PRESS RELEASE AND FILE
A CURRENT REPORT ON FORM 8-K DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY AND
THE MATERIAL TERMS THEREOF AND MAKE SUCH OTHER FILINGS AND NOTICES IN THE MANNER
AND TIME REQUIRED BY THE COMMISSION.
THE COMPANY SHALL, WITHIN FIVE BUSINESS
DAYS OF THE DATE HEREOF, FILE A CURRENT REPORT ON FORM 8-K INCLUDING EACH OF THE
TRANSACTION DOCUMENTS AS EXHIBITS.
4.6
STOCKHOLDERS RIGHTS PLAN.
NO CLAIM WILL BE MADE OR ENFORCED BY
THE COMPANY OR ANY OTHER PERSON THAT PURCHASER IS AN "ACQUIRING PERSON" UNDER
ANY STOCKHOLDERS RIGHTS PLAN OR SIMILAR PLAN OR ARRANGEMENT IN EFFECT OR
HEREAFTER ADOPTED BY THE COMPANY, OR THAT PURCHASER COULD BE DEEMED TO TRIGGER
THE PROVISIONS OF ANY SUCH PLAN OR ARRANGEMENT, BY VIRTUE OF RECEIVING
SECURITIES UNDER THE TRANSACTION DOCUMENTS OR UNDER ANY OTHER AGREEMENT BETWEEN
THE COMPANY AND THE PURCHASER.
4.7
NON-PUBLIC INFORMATION.
THE COMPANY COVENANTS AND AGREES THAT
NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL PROVIDE PURCHASER OR
ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES
MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR THERETO PURCHASER SHALL HAVE
EXECUTED A WRITTEN AGREEMENT REGARDING THE