reliance that the Purchaser will sell any Securities pursuant to
either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption therefrom.
4.2
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY ACKNOWLEDGES THAT THE
ISSUANCE OF THE SECURITIES MAY RESULT IN DILUTION OF THE OUTSTANDING SHARES OF
COMMON STOCK, WHICH DILUTION MAY BE SUBSTANTIAL UNDER CERTAIN MARKET
CONDITIONS.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION ITS OBLIGATION TO ISSUE THE
UNDERLYING SHARES PURSUANT TO THE TRANSACTION DOCUMENTS, ARE UNCONDITIONAL AND
ABSOLUTE AND NOT SUBJECT TO ANY RIGHT OF SET OFF, COUNTERCLAIM, DELAY OR
REDUCTION, REGARDLESS OF THE EFFECT OF ANY SUCH DILUTION OR ANY CLAIM THE
COMPANY MAY HAVE AGAINST ANY PURCHASER AND REGARDLESS OF THE DILUTIVE EFFECT
THAT SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP OF THE OTHER STOCKHOLDERS OF THE
COMPANY.
4.3
FURNISHING OF INFORMATION.
UNTIL THE EARLIEST OF THE TIME THAT
(I) NO PURCHASER OWNS SECURITIES OR (II) THE SECURITIES CAN BE RESOLD PURSUANT
TO RULE 144(K) UNDER THE SECURITIES ACT, 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 PURCHASER OWNS SECURITIES, IF THE
COMPANY IS NOT REQUIRED 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, 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.
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 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.
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4.5
CONVERSION AND EXERCISE PROCEDURES.
THE FORM OF NOTICE OF
EXERCISE INCLUDED IN THE WARRANTS AND THE NOTICE OF CONVERSION INCLUDED IN THE
ARTICLES OF AMENDMENT SET FORTH THE TOTALITY OF THE PROCEDURES REQUIRED OF THE
PURCHASERS IN ORDER TO EXERCISE THE WARRANTS OR CONVERT THE PREFERRED STOCK.
NO
ADDITIONAL LEGAL OPINION OR OTHER INFORMATION OR INSTRUCTIONS SHALL BE REQUIRED
OF THE PURCHASERS TO EXERCISE THEIR WARRANTS OR CONVERT THEIR PREFERRED STOCK.
THE COMPANY SHALL HONOR EXERCISES OF THE WARRANTS AND CONVERSIONS OF THE
PREFERRED STOCK AND SHALL DELIVER UNDERLYING SHARES IN ACCORDANCE