HEREOF AND ENDING AT SUCH TIME THAT ALL OF THE WARRANT
SHARES (ASSUMING CASHLESS EXERCISE) MAY BE SOLD WITHOUT THE REQUIREMENT FOR THE
COMPANY TO BE IN COMPLIANCE WITH RULE 144(C)(1) AND OTHERWISE WITHOUT
RESTRICTION OR LIMITATION PURSUANT TO RULE 144, IF THE COMPANY (I) SHALL FAIL
FOR ANY REASON TO SATISFY THE CURRENT PUBLIC INFORMATION REQUIREMENT UNDER RULE
144(C) OR (II) HAS EVER BEEN AN ISSUER DESCRIBED IN RULE 144(I)(1)(I) OR BECOMES
AN ISSUER IN THE FUTURE, AND THE COMPANY SHALL FAIL TO SATISFY ANY CONDITION SET
FORTH IN RULE 144(I)(2) (A "PUBLIC INFORMATION FAILURE") THEN, IN ADDITION TO
SUCH PURCHASER'S OTHER AVAILABLE REMEDIES, THE COMPANY SHALL PAY TO A PURCHASER,
IN CASH, AS PARTIAL LIQUIDATED DAMAGES AND NOT AS A PENALTY, BY REASON OF ANY
SUCH DELAY IN OR REDUCTION OF ITS ABILITY TO SELL THE WARRANT SHARES, AN AMOUNT
IN CASH EQUAL TO ONE PERCENT (1.0%) OF THE AGGREGATE EXERCISE PRICE OF SUCH
PURCHASER'S WARRANTS ON THE DAY OF A PUBLIC INFORMATION FAILURE AND ON EVERY
THIRTIETH (30TH) DAY (PRO RATED FOR PERIODS TOTALING LESS THAN THIRTY DAYS)
THEREAFTER UNTIL THE EARLIER OF (A) THE DATE SUCH PUBLIC INFORMATION FAILURE IS
CURED AND (B) SUCH TIME THAT SUCH PUBLIC INFORMATION IS NO LONGER REQUIRED
FOR
THE PURCHASERS TO TRANSFER THE WARRANT SHARES PURSUANT TO RULE 144.
THE
PAYMENTS TO WHICH A PURCHASER SHALL BE ENTITLED PURSUANT TO THIS SECTION 4.2(B)
ARE REFERRED TO HEREIN AS "PUBLIC INFORMATION FAILURE PAYMENTS."
PUBLIC
INFORMATION FAILURE PAYMENTS SHALL BE PAID ON THE EARLIER OF (I) THE LAST DAY OF
THE CALENDAR MONTH DURING WHICH SUCH PUBLIC INFORMATION FAILURE PAYMENTS ARE
INCURRED AND (II) THE THIRD (3RD) BUSINESS DAY AFTER THE EVENT OR FAILURE GIVING
RISE TO THE PUBLIC INFORMATION FAILURE PAYMENTS IS CURED.
IN THE EVENT THE
COMPANY FAILS TO MAKE PUBLIC INFORMATION FAILURE PAYMENTS IN A TIMELY MANNER,
SUCH PUBLIC INFORMATION FAILURE PAYMENTS SHALL BEAR INTEREST AT THE RATE OF 1.5%
PER MONTH (PRORATED FOR PARTIAL MONTHS) UNTIL PAID IN FULL. NOTHING HEREIN SHALL
LIMIT SUCH PURCHASER'S RIGHT TO PURSUE ACTUAL DAMAGES FOR THE PUBLIC INFORMATION
FAILURE, AND SUCH PURCHASER SHALL HAVE THE RIGHT TO PURSUE ALL REMEDIES
AVAILABLE TO IT AT LAW OR IN EQUITY INCLUDING, WITHOUT LIMITATION, A DECREE OF
SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF.
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 WARRANTS OR WARRANT SHARES 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
SHAREHOLDER APPROVAL PRIOR TO THE CLOSING OF SUCH OTHER TRANSACTION UNLESS
SHAREHOLDER APPROVAL IS OBTAINED BEFORE THE CLOSING OF SUCH SUBSEQUENT
TRANSACTION.
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4.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE