INVESTOR TO PLEDGE OR GRANT A SECURITY INTEREST IN SOME OR ALL OF THE
SECURITIES IN CONNECTION WITH A BONA FIDE MARGIN AGREEMENT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES, AND IF REQUIRED UNDER THE TERMS
OF SUCH AGREEMENT, LOAN OR ARRANGEMENT, THE COMPANY WILL NOT OBJECT TO AND SHALL
PERMIT (EXCEPT AS PROHIBITED BY LAW) SUCH INVESTOR TO TRANSFER PLEDGED OR
SECURED SECURITIES TO THE PLEDGEES OR SECURED PARTIES.
EXCEPT AS REQUIRED BY
LAW, SUCH A PLEDGE OR TRANSFER SHALL NOT BE SUBJECT TO APPROVAL OF THE COMPANY,
NO LEGAL OPINION OF THE PLEDGEE, SECURED PARTY OR PLEDGOR SHALL BE REQUIRED IN
CONNECTION THEREWITH, AND NO NOTICE SHALL BE REQUIRED OF SUCH PLEDGE.
EACH
INVESTOR ACKNOWLEDGES THAT THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PLEDGES
RELATING TO, OR THE GRANT OF ANY SECURITY INTEREST IN, ANY OF THE SECURITIES OR
FOR ANY AGREEMENT, UNDERSTANDING OR ARRANGEMENT BETWEEN ANY INVESTOR AND ITS
PLEDGEE OR SECURED PARTY.
AT THE APPROPRIATE INVESTOR'S EXPENSE, THE
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COMPANY WILL EXECUTE AND DELIVER SUCH REASONABLE DOCUMENTATION AS A PLEDGEE OR
SECURED PARTY OF SECURITIES MAY REASONABLY REQUEST IN CONNECTION WITH A PLEDGE
OR TRANSFER OF THE SECURITIES, INCLUDING THE PREPARATION AND FILING OF ANY
REQUIRED PROSPECTUS SUPPLEMENT UNDER RULE 424(B)(3) OF THE SECURITIES ACT OR
OTHER APPLICABLE PROVISION OF THE SECURITIES ACT TO APPROPRIATELY AMEND THE LIST
OF SELLING STOCKHOLDERS THEREUNDER. PROVIDED THAT THE COMPANY IS IN COMPLIANCE
WITH THE TERMS OF THIS SECTION 4.1(C), THE COMPANY'S INDEMNIFICATION OBLIGATIONS
PURSUANT TO SECTION 6.4 SHALL NOT EXTEND TO ANY PROCEEDING OR LOSSES ARISING OUT
OF OR RELATED TO THIS SECTION 4.1(C).
4.2
FURNISHING OF INFORMATION.
UNTIL THE DATE THAT ANY INVESTOR OWNING COMMON
SHARES MAY SELL ALL OF THEM UNDER RULE 144(K) OF THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE COMPANY COVENANTS TO USE ITS BEST EFFORTS 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.
THE COMPANY FURTHER COVENANTS THAT IT WILL
TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY REQUEST TO
SATISFY THE PROVISIONS OF THIS SECTION 4.2.
4.3
INTEGRATION.
THE COMPANY SHALL NOT, AND SHALL USE ITS BEST EFFORTS TO
ENSURE THAT NO AFFILIATE THEREOF 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 INVESTORS 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 SHARES OF COMMON STOCK FOR ISSUANCE PURSUANT TO THE TRANSACTION
DOCUMENTS IN SUCH AMOUNT AS MAY