THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SECURITIES MAY
REASONABLY REQUEST TO SATISFY THE PROVISIONS OF RULE 144 APPLICABLE TO THE
ISSUER OF SECURITIES RELATING TO TRANSACTIONS FOR THE SALE OF SECURITIES
PURSUANT TO RULE 144.
4.3
INTEGRATION.
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
14
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.
4.4
RESERVATION OF SECURITIES.
THE COMPANY SHALL MAINTAIN A
RESERVE FROM ITS DULY AUTHORIZED ORDINARY SHARES FOR ISSUANCE PURSUANT TO THE
TRANSACTION DOCUMENTS IN SUCH AMOUNT AS MAY BE REQUIRED TO FULFILL ITS
OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS.
IN THE EVENT THAT AT ANY
TIME THE THEN AUTHORIZED ORDINARY SHARES ARE INSUFFICIENT FOR THE COMPANY TO
SATISFY ITS OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS, THE COMPANY
SHALL PROMPTLY TAKE SUCH ACTIONS AS MAY BE REQUIRED TO INCREASE THE NUMBER OF
AUTHORIZED ORDINARY SHARES.
4.5
SUBSEQUENT PLACEMENTS.
(A)
FROM THE DATE HEREOF UNTIL THE EFFECTIVE
DATE, THE COMPANY WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, GRANT ANY
OPTION TO PURCHASE, OR OTHERWISE DISPOSE OF (OR ANNOUNCE ANY OFFER, SALE, GRANT
OR ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF) ANY OF ITS OR THE
SUBSIDIARIES' EQUITY OR EQUITY EQUIVALENT SECURITIES, INCLUDING WITHOUT
LIMITATION ANY DEBT, PREFERRED STOCK OR OTHER INSTRUMENT OR SECURITY THAT IS, AT
ANY TIME DURING ITS LIFE AND UNDER ANY CIRCUMSTANCES, CONVERTIBLE INTO OR
EXCHANGEABLE OR EXERCISABLE FOR ORDINARY SHARES OR ORDINARY SHARES EQUIVALENTS
(ANY SUCH OFFER, SALE, GRANT, DISPOSITION OR ANNOUNCEMENT BEING REFERRED TO AS A
"SUBSEQUENT PLACEMENT").
(B)
FROM THE EFFECTIVE DATE UNTIL 30 TRADING
DAYS AFTER THE EFFECTIVE DATE (THE "BLOCKOUT PERIOD"), THE COMPANY WILL NOT,
DIRECTLY OR INDIRECTLY, EFFECT ANY SUBSEQUENT PLACEMENT EXCEPT AS SET FORTH IN
SECTION 4.5(E).
(C)
THE BLOCKOUT PERIOD SET FORTH IN
SECTION 4.5(B) ABOVE SHALL BE EXTENDED FOR THE NUMBER OF TRADING DAYS DURING
SUCH PERIOD IN WHICH (I) TRADING IN THE ORDINARY SHARES IS SUSPENDED BY ANY
TRADING MARKET, (II) THE REGISTRATION STATEMENT IS NOT EFFECTIVE, OR (III) THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT MAY NOT BE USED BY THE
PURCHASERS FOR THE RESALE OF REGISTRABLE SECURITIES THEREUNDER.
(D)
FROM THE END OF THE BLOCKOUT PERIOD UNTIL
THE ONE YEAR ANNIVERSARY THEREOF, THE COMPANY'S BOARD OF DIRECTORS WILL VIEW
FAVORABLY PARTICIPATION OF THE PURCHASERS IN SUBSEQUENT PLACEMENTS ON A PRO RATA
BASIS OF 75% OF THE SECURITIES BEING OFFERED IN A SUBSEQUENT PLACEMENT (THE
"OFFERED SECURITIES") BASED ON SUCH PURCHASER'S PRO RATA PORTION OF THE
AGGREGATE PURCHASE PRICE