QUOTATION SYSTEM, IF ANY,
UPON WHICH SHARES OF COMMON STOCK ARE THEN LISTED (SUBJECT TO OFFICIAL NOTICE OF
ISSUANCE) AND SHALL MAINTAIN, SO LONG AS ANY OTHER SHARES OF COMMON STOCK SHALL
BE SO LISTED, SUCH LISTING OF ALL REGISTRABLE SECURITIES FROM TIME TO TIME
ISSUABLE UNDER THE TERMS OF THE TRANSACTION DOCUMENTS.
THE COMPANY SHALL
MAINTAIN THE COMMON STOCK'S AUTHORIZATION FOR QUOTATION ON THE NASDAQ NATIONAL
MARKET ("NASDAQ") OR LISTING ON THE NEW YORK STOCK EXCHANGE, INC.("NYSE") (AS
APPLICABLE, THE "PRINCIPAL MARKET").
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL TAKE ANY ACTION WHICH WOULD BE REASONABLY EXPECTED TO RESULT
IN THE DELISTING OR SUSPENSION OF THE COMMON STOCK FROM THE PRINCIPAL MARKET.
THE COMPANY SHALL PAY ALL FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS
OBLIGATIONS UNDER THIS SECTION 4.5.
4.6.
EXERCISE PROCEDURES.
THE FORM OF ELECTION TO
PURCHASE INCLUDED IN THE WARRANTS SET FORTH THE TOTALITY OF THE PROCEDURES
REQUIRED IN ORDER TO EXERCISE THE WARRANTS.
NO ADDITIONAL LEGAL OPINION OR
OTHER INFORMATION OR INSTRUCTIONS SHALL BE NECESSARY TO ENABLE THE PURCHASERS TO
EXERCISE THEIR WARRANTS.
THE COMPANY SHALL HONOR EXERCISES OF THE WARRANTS AND
SHALL DELIVER UNDERLYING SHARES IN ACCORDANCE WITH THE TERMS, CONDITIONS AND
TIME PERIODS SET FORTH IN THE TRANSACTION DOCUMENTS.
4.7.
SUBSEQUENT PLACEMENTS.
UNTIL THE EFFECTIVE
DATE, THE COMPANY SHALL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL OR GRANT ANY
OPTION TO PURCHASE, OR OTHERWISE DISPOSE OF, OR ANNOUNCE ANY OFFER, SALE, GRANT
OR ANY OPTION TO PURCHASE OR OTHER DISPOSITION (COLLECTIVELY, A "SUBSEQUENT
PLACEMENT") OF ANY OF ITS COMMON STOCK OR OTHER SECURITIES WHICH ENTITLE THE
HOLDER THEREOF TO RECEIVE COMMON STOCK, 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 EXERCISABLE OR
EXCHANGEABLE FOR COMMON STOCK.
4.8.
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL, NOT LATER THAN THE CLOSING DATE, ISSUE A PRESS RELEASE REASONABLY
ACCEPTABLE TO THE PURCHASERS DISCLOSING ALL MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
THE COMPANY AND THE PURCHASERS SHALL CONSULT WITH EACH
OTHER IN ISSUING ANY PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT
PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY
PURCHASER IN ANY FILING WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING
MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT TO THE
EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR TRADING MARKET REGULATIONS, IN
WHICH CASE THE COMPANY SHALL PROVIDE THE PURCHASERS WITH PRIOR NOTICE OF SUCH
DISCLOSURE. ON OR BEFORE 8:30 A.M., EASTERN STANDARD TIME, THE FIRST (1ST)
BUSINESS DAY FOLLOWING THE CLOSING DATE THE COMPANY SHALL FILE A CURRENT REPORT
ON FORM 8-K WITH THE COMMISSION DESCRIBING THE TERMS OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND
15
INCLUDING AS EXHIBITS TO SUCH CURRENT REPORT ON FORM 8-K OR IN A FILING OR
AMENDMENT TO SUCH FILING WITHIN TWO DAYS AFTER SUCH INITIAL FILING, THIS
AGREEMENT,