ANY OF ITS SUBSIDIARIES, UNLESS
AVAILABLE THROUGH BLOOMBERG FINANCIAL MARKETS (OR ANY SUCCESSOR THERETO)
CONTEMPORANEOUSLY WITH THE RELEASE; AND (III) COPIES OF ANY NOTICES AND OTHER
INFORMATION MADE AVAILABLE OR GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING THEREOF TO THE
STOCKHOLDERS.
4.11
RESERVATION OF SHARES.
THE COMPANY SHALL TAKE ALL
ACTION NECESSARY TO AT ALL TIMES HAVE AUTHORIZED, AND RESERVED FOR THE PURPOSE
OF ISSUANCE, NO LESS THAN 110% OF THE NUMBER OF SHARES OF COMMON STOCK NEEDED TO
PROVIDE FOR THE ISSUANCE OF THE CONVERSION SHARES UPON CONVERSION OF THE ENTIRE
OUTSTANDING NOTE (WITHOUT REGARD TO ANY LIMITATIONS ON CONVERSIONS) AND 110% OF
THE NUMBER OF SHARES OF COMMON STOCK NEEDED TO PROVIDE FOR THE ISSUANCE OF THE
WARRANT SHARES UPON EXERCISE OF ALL OUTSTANDING WARRANT (WITHOUT REGARD TO ANY
LIMITATIONS ON EXERCISES).
4.12
CONFIDENTIALITY.
THE COMPANY AGREES THAT IT WILL
NOT DISCLOSE, AND WILL NOT INCLUDE IN ANY PUBLIC ANNOUNCEMENT, THE NAME OF THE
PURCHASER, UNLESS EXPRESSLY AGREED TO BY THE PURCHASER OR UNLESS AND UNTIL SUCH
DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE REGULATION, AND THEN ONLY TO THE
EXTENT OF SUCH REQUIREMENT.
THE PURCHASER AGREES THAT IT WILL NOT DISCLOSE AND
WILL MAINTAIN AS CONFIDENTIAL ALL INFORMATION IT RECEIVES UNDER OR PURSUANT TO
THE TRANSACTION DOCUMENTS, UNLESS IT IS OR BECOMES GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN AS A RESULT OF DISCLOSURE BY PURCHASER, IT IS DISCLOSED
PURSUANT TO A COURT ORDER OR THE REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY, OR
IS REQUIRED TO BE DISCLOSED BY LAW, REGULATION OR LEGAL PROCESS OR IS OTHERWISE
COMPELLED IN LITIGATION.
4.13
CORPORATE EXISTENCE.
SO LONG AS THE PURCHASER
BENEFICIALLY OWNS ANY OF THE SECURITIES, THE COMPANY SHALL MAINTAIN ITS
CORPORATE EXISTENCE AND SHALL NOT SELL ALL OR
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substantially all of the Company's assets, except in the event of a merger or
consolidation or sale or transfer of all or substantially all of the Company's
assets where the surviving or successor entity in such transaction (i) assumes
the Company's obligations hereunder and the Transaction Documents and (ii) is a
publicly traded company whose common stock is quoted or listed on a Principal
Market.
4.14
REISSUANCE OF SECURITIES.
THE COMPANY AGREES TO
REISSUE CERTIFICATES REPRESENTING THE SECURITIES WITHOUT THE LEGENDS SET FORTH
IN SECTION 5.7 ABOVE AT SUCH TIME AS (A) THE HOLDER THEREOF IS PERMITTED TO
DISPOSE OF SUCH SECURITIES PURSUANT TO RULE 144(K) UNDER THE 1933 ACT, OR (B)
UPON RESALE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT AFTER SUCH SECURITIES
ARE REGISTERED UNDER THE 1933 ACT.
THE COMPANY AGREES TO COOPERATE WITH THE
PURCHASER IN CONNECTION WITH ALL RESALES PURSUANT TO RULE 144(D) AND RULE 144(K)
AND PROVIDE LEGAL OPINIONS OR SUCH TRANSFER AGENT INSTRUCTIONS NECESSARY TO
ALLOW SUCH RESALES PROVIDED THE COMPANY AND ITS COUNSEL RECEIVE REASONABLY
REQUESTED REPRESENTATIONS FROM THE SELLING PURCHASER AND BROKER, IF ANY.
4.15
PRIORITY OF NOTES.
FOR SO LONG AS THE NOTE IS
OUTSTANDING, IN THE EVENT THAT THE COMPANY OR ANY