THE TRANSACTION DOCUMENTS (AND ATTACH AS EXHIBITS THERETO THE TRANSACTION
DOCUMENTS), AND ON THE TRADING DAY FOLLOWING THE CLOSING DATE THE COMPANY WILL
FILE AN ADDITIONAL CURRENT REPORT ON FORM 8-K TO DISCLOSE THE CLOSING.
IN
ADDITION, THE COMPANY WILL MAKE SUCH OTHER FILINGS AND NOTICES IN THE MANNER AND
TIME REQUIRED BY THE COMMISSION AND THE
18
TRADING MARKET ON WHICH THE COMMON STOCK IS LISTED.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY INVESTOR, OR
INCLUDE THE NAME OF ANY INVESTOR IN ANY FILING WITH THE COMMISSION (OTHER THAN
THE REGISTRATION STATEMENT AND ANY EXHIBITS TO FILINGS MADE IN RESPECT OF THIS
TRANSACTION IN ACCORDANCE WITH PERIODIC FILING REQUIREMENTS UNDER THE EXCHANGE
ACT) OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH INVESTOR, EXCEPT TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY
LAW OR TRADING MARKET REGULATIONS.
4.6
LIMITATION ON ISSUANCE OF FUTURE PRICED SECURITIES.
DURING THE
SIX MONTHS FOLLOWING THE CLOSING DATE, THE COMPANY SHALL NOT ISSUE ANY "FUTURE
PRICED SECURITIES" AS SUCH TERM IS DESCRIBED BY NASDAQ IM-4350-1.
4.7
INDEMNIFICATION OF INVESTORS.
IN ADDITION TO THE INDEMNITY
PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT, THE COMPANY WILL INDEMNIFY AND
HOLD THE INVESTORS AND THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS,
EMPLOYEES, AFFILIATES AND AGENTS (EACH, AN "INVESTOR PARTY") HARMLESS FROM ANY
AND ALL LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES, DAMAGES, COSTS
AND EXPENSES, INCLUDING ALL JUDGMENTS, AMOUNTS PAID IN SETTLEMENTS, COURT COSTS
AND REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION (COLLECTIVELY,
"LOSSES") THAT ANY SUCH INVESTOR PARTY MAY SUFFER OR INCUR AS A RESULT OF OR
RELATING TO ANY MISREPRESENTATION, BREACH OR INACCURACY OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT MADE BY THE COMPANY IN ANY TRANSACTION
DOCUMENT.
IN ADDITION TO THE INDEMNITY CONTAINED HEREIN, THE COMPANY WILL
REIMBURSE EACH INVESTOR PARTY FOR ITS REASONABLE LEGAL AND OTHER EXPENSES
(INCLUDING THE COST OF ANY INVESTIGATION, PREPARATION AND TRAVEL IN CONNECTION
THEREWITH) INCURRED IN CONNECTION THEREWITH, AS SUCH EXPENSES ARE INCURRED.
4.8
NON-PUBLIC INFORMATION.
THE COMPANY COVENANTS AND AGREES THAT
NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL PROVIDE ANY INVESTOR
OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES
CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR THERETO SUCH INVESTOR
SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE CONFIDENTIALITY AND USE OF
SUCH INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH INVESTOR SHALL
BE RELYING ON THE FOREGOING COVENANT AND AGREEMENT IN EFFECTING TRANSACTIONS IN
SECURITIES OF THE COMPANY.
4.9
LISTING OF SECURITIES.
THE COMPANY AGREES, (I) IF THE COMPANY
APPLIES TO HAVE THE COMMON STOCK TRADED ON ANY OTHER TRADING MARKET, IT WILL
INCLUDE IN SUCH APPLICATION THE SHARES AND WARRANT SHARES, AND WILL TAKE SUCH
OTHER ACTION AS IS NECESSARY OR DESIRABLE TO CAUSE THE SHARES AND WARRANT SHARES
TO BE LISTED ON SUCH OTHER TRADING MARKET AS PROMPTLY AS POSSIBLE, AND (II) IT
WILL TAKE ALL ACTION REASONABLY NECESSARY TO CONTINUE THE LISTING AND TRADING OF
ITS COMMON STOCK ON A TRADING