IS NOT THEN SUBJECT TO THE REPORTING
REQUIREMENTS OF 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 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 RULE 144.
4.4 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 TO THE PURCHASERS 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 DEBENTURES
SET FORTH THE TOTALITY OF THE PROCEDURES REQUIRED OF THE PURCHASERS IN ORDER TO
EXERCISE THE WARRANTS OR CONVERT THE DEBENTURES.
NO ADDITIONAL LEGAL OPINION OR
OTHER INFORMATION OR INSTRUCTIONS SHALL BE REQUIRED OF THE PURCHASERS TO
EXERCISE THEIR WARRANTS OR CONVERT THEIR DEBENTURES.
THE COMPANY SHALL HONOR
EXERCISES OF THE WARRANTS AND CONVERSIONS OF THE DEBENTURES AND SHALL DELIVER
UNDERLYING SHARES IN ACCORDANCE WITH THE TERMS, CONDITIONS AND TIME PERIODS SET
FORTH IN THE TRANSACTION DOCUMENTS.
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4.6 SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY 8:30 A.M. (NEW
YORK CITY TIME) ON THE TRADING DAY FOLLOWING THE DATE HEREOF, ISSUE A CURRENT
REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND ATTACHING THE TRANSACTION DOCUMENTS AS EXHIBITS THERETO.
THE COMPANY AND EACH PURCHASER SHALL CONSULT WITH EACH OTHER IN ISSUING ANY
OTHER PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND
NEITHER THE COMPANY NOR ANY PURCHASER SHALL ISSUE ANY SUCH PRESS RELEASE OR
OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE PRIOR CONSENT OF THE
COMPANY, WITH RESPECT TO ANY PRESS RELEASE OF ANY PURCHASER, OR WITHOUT THE
PRIOR CONSENT OF EACH PURCHASER, WITH RESPECT TO ANY PRESS RELEASE OF THE
COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD OR DELAYED, EXCEPT IF
SUCH DISCLOSURE IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL
PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR
COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY
DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY
FILING WITH THE