TRADING DAYS FOLLOWING SUCH TIME AS RESTRICTIVE LEGENDS WOULD NOT THEN BE
REQUIRED UNDER THIS SECTION 4.1(C), ISSUE AND DELIVER TO SUCH INVESTOR
CERTIFICATES THAT ARE FREE OF RESTRICTIVE LEGENDS REPRESENTING UNDERLYING SHARES
OR WARRANT SHARES IN REPLACEMENT OF UNDERLYING SHARES OR WARRANT SHARES
PREVIOUSLY ISSUED WITH RESTRICTIVE LEGENDS.
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 UNDERLYING 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
UNDERLYING SHARES AND WARRANT SHARES WITHOUT REGISTRATION UNDER THE SECURITIES
ACT WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144.
4.3
LISTING OF SECURITIES.
THE COMPANY AGREES
THAT IF THE COMPANY APPLIES TO HAVE THE COMMON STOCK TRADED ON ANY OTHER TRADING
MARKET, IT WILL (I) INCLUDE IN SUCH APPLICATION THE UNDERLYING SHARES AND
WARRANT SHARES, AND WILL TAKE SUCH OTHER ACTION AS IS NECESSARY OR DESIRABLE TO
CAUSE THE UNDERLYING SHARES AND WARRANT SHARES TO BE LISTED ON SUCH OTHER
TRADING MARKET AS PROMPTLY AS POSSIBLE, (II) TAKE ALL ACTION REASONABLY
NECESSARY TO CONTINUE THE LISTING AND TRADING OF ITS COMMON STOCK ON SUCH OTHER
TRADING MARKET, AND (III) COMPLY IN ALL MATERIAL RESPECTS WITH THE COMPANY'S
REPORTING, FILING AND OTHER OBLIGATIONS UNDER THE BYLAWS OR RULES OF SUCH OTHER
TRADING MARKET.
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4.4
SUBSEQUENT PLACEMENTS; RIGHT OF FIRST
REFUSAL.
(A)
UNTIL THE EXPIRATION OF THE 180TH DAY
FOLLOWING THE EFFECTIVE DATE (PLUS ONE ADDITIONAL DAY FOR EACH TRADING DAY
FOLLOWING THE EFFECTIVE DATE DURING WHICH EITHER (1) THE REGISTRATION STATEMENT
IS NOT EFFECTIVE OR (2) THE PROSPECTUS FORMING A PORTION OF THE REGISTRATION
STATEMENT IS NOT AVAILABLE FOR THE RESALE OF ALL REGISTRABLE SECURITIES (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) REQUIRED TO BE COVERED THEREBY),
THE COMPANY WILL NOT DIRECTLY OR INDIRECTLY, OFFER, SELL OR GRANT ANY OPTION TO
PURCHASE (OR ANNOUNCE ANY OFFER, SALE, GRANT OR ANY OPTION TO PURCHASE) ANY OF
ITS COMMON STOCK OR COMMON STOCK EQUIVALENTS.
(B)
WITHOUT THE CONSENT OF EACH HOLDER OF
OUTSTANDING SHARES AND WARRANTS, THE COMPANY MAY NOT ENTER INTO OR CONSUMMATE
ANY AGREEMENT PROVIDING FOR AN EQUITY LINE OF CREDIT, VARIABLE (OR "FUTURE")
PRICED, RESETTING, SELF-LIQUIDATING, ADJUSTING OR CONDITIONAL FUND RAISING, OR
SIMILAR FINANCING ARRANGEMENT.
(C)
IF AT ANY TIME PRIOR TO THE ONE-YEAR
ANNIVERSARY OF THE EFFECTIVE DATE (PLUS ONE ADDITIONAL DAY FOR EACH TRADING DAY