REGULATION D THEREUNDER.
4.2
Non-Shorting
The Purchaser shall not engage in short sales of the
Company's Common Stock.
4.3
NOTICE OF CERTAIN EVENTS.
THE COMPANY SHALL, ON A CONTINUING
BASIS, (I) ADVISE THE PURCHASER PROMPTLY AFTER OBTAINING KNOWLEDGE OF, AND, IF
REQUESTED BY THE PURCHASER, CONFIRM SUCH ADVICE IN WRITING, OF (A) THE ISSUANCE
BY ANY STATE SECURITIES COMMISSION OF ANY STOP ORDER SUSPENDING THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF THE SHARES, FOR OFFERING OR
SALE IN ANY JURISDICTION, OR THE INITIATION OF ANY PROCEEDING FOR SUCH PURPOSE
BY ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, OR (B) ANY
EVENT THAT MAKES ANY STATEMENT OF A MATERIAL FACT MADE BY THE COMPANY IN SECTION
3.1 OR IN THE DISCLOSURE DOCUMENTS UNTRUE OR THAT REQUIRES THE MAKING OF ANY
ADDITIONS TO OR CHANGES IN SECTION 3.1
OR IN THE DISCLOSURE DOCUMENTS IN ORDER
TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY ARE MADE, NOT MISLEADING, (II) USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE
OF ANY STOP ORDER OR ORDER SUSPENDING THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF THE SECURITIES UNDER ANY STATE SECURITIES OR BLUE SKY LAWS, AND
(III) IF AT ANY TIME ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY SHALL ISSUE AN ORDER SUSPENDING THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF THE SECURITIES UNDER ANY SUCH LAWS, USE ITS BEST EFFORTS TO
OBTAIN THE WITHDRAWAL OR LIFTING OF SUCH ORDER AT THE EARLIEST POSSIBLE TIME.
4.4
BLUE SKY LAWS.
THE COMPANY SHALL COOPERATE WITH THE PURCHASER IN
CONNECTION WITH THE EXEMPTION FROM REGISTRATION OF THE SECURITIES UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE PURCHASER MAY REQUEST;
PROVIDED, HOWEVER, THAT NEITHER THE COMPANY NOR ITS SUBSIDIARIES SHALL BE
REQUIRED IN CONNECTION THEREWITH TO QUALIFY AS A FOREIGN CORPORATION WHERE THEY
ARE NOT NOW SO QUALIFIED.
THE COMPANY AGREES THAT IT WILL EXECUTE ALL NECESSARY
DOCUMENTS AND PAY ALL NECESSARY STATE FILING OR NOTICE FEES TO ENABLE THE
COMPANY TO SELL THE SECURITIES TO THE PURCHASER.
4.5
INTEGRATION.
THE COMPANY SHALL ENSURE THAT NO AFFILIATE 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 PURCHASER.
4.6
FURNISHING OF RULE 144 MATERIALS.
THE COMPANY SHALL, FOR SO LONG
AS ANY OF THE SECURITIES REMAIN OUTSTANDING AND DURING ANY PERIOD IN WHICH THE
COMPANY IS NOT SUBJECT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT, MAKE
AVAILABLE TO ANY REGISTERED HOLDER OF THE SECURITIES ("HOLDER" OR "HOLDERS") IN
CONNECTION WITH ANY SALE THEREOF AND ANY PROSPECTIVE PURCHASER OF SUCH
SECURITIES FROM SUCH PERSON, SUCH INFORMATION IN ACCORDANCE WITH RULE 144 OR
REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT AS IS REQUIRED TO SELL THE
SECURITIES UNDER RULE