FOR
SUCH PURCHASER 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, ALL 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.
4.4
INTEGRATION.
EXCEPT FOR THE PREFERRED STOCK OFFERING, THE COMPANY
SHALL NOT, AND SHALL USE ITS BEST EFFORTS TO ENSURE THAT NO AFFILIATE OF THE
COMPANY SHALL, 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 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
EXERCISE PROCEDURES.
THE FORM OF NOTICE OF EXERCISE INCLUDED IN
THE WARRANTS SETS FORTH THE TOTALITY OF THE PROCEDURES REQUIRED OF THE
PURCHASERS IN ORDER TO EXERCISE THE WARRANTS.
NO ADDITIONAL LEGAL OPINION OR
OTHER INFORMATION OR INSTRUCTIONS SHALL BE REQUIRED OF THE PURCHASERS TO
EXERCISE THEIR WARRANTS.
THE COMPANY SHALL HONOR EXERCISES OF THE WARRANTS AND
SHALL DELIVER WARRANT SHARES IN ACCORDANCE WITH THE TERMS, CONDITIONS AND TIME
PERIODS SET FORTH IN THE TRANSACTION DOCUMENTS.
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY 8:30
AM NEW YORK CITY TIME NO LATER THAN THE FOURTH TRADING DAY FOLLOWING THE DATE
HEREOF, ISSUE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE
TRANSACTIONS CONTEMPLATED HEREBY, AND SHALL ATTACH THE TRANSACTION DOCUMENTS
THERETO, EXCEPT THAT DISCLOSURE SCHEDULES ARE NOT TO BE FILED AS PART OF THE
FORM 8-K.
THE COMPANY AND THE PURCHASERS SHALL CONSULT WITH EACH OTHER IN
ISSUING ANY OTHER PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY, AND NEITHER THE COMPANY NOR THE PURCHASERS 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 THE PURCHASERS, OR WITHOUT THE
PRIOR CONSENT OF THE PURCHASER, WITH RESPECT TO ANY PRESS RELEASE OF THE
COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD, 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 COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT
THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT (I) AS REQUIRED BY FEDERAL
SECURITIES LAW AND (II) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR
TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE SUCH
PURCHASER WITH