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.
23
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY. THE
COMPANY SHALL, BY 5:30 P.M. (NEW YORK CITY TIME) ON THE FOURTH TRADING DAY
FOLLOWING THE EXCHANGE ACT DATE, FILE WITH THE COMMISSION A CURRENT REPORT ON
FORM 8-K (UNLESS ALL SUCH DISCLOSURE WAS MADE IN A PRIOR FILING WITH THE
COMMISSION) DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND SUCH TERMS AS ARE REQUIRED TO BE DISCLOSED IN CONNECTION WITH THE
REVERSE MERGER AND ATTACHING THE TRANSACTION DOCUMENTS AS EXHIBITS THERETO
(INCLUDING ALL ATTACHMENTS, THE "8-K FILING"). THE 8-K FILING (OR OTHER FILING
WITH THE COMMISSION, IF APPLICABLE) SHALL DISCLOSE ALL MATERIAL, NONPUBLIC
INFORMATION PROVIDED BY THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF ITS
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS TO THE PURCHASERS AND, FROM
AND AFTER THE 8-K FILING, NO PURCHASER SHALL BE IN POSSESSION OF ANY MATERIAL,
NONPUBLIC INFORMATION RECEIVED FROM THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY
OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. 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