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.
4.2
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY ACKNOWLEDGES THAT THE
ISSUANCE OF THE SECURITIES (INCLUDING THE UNDERLYING SHARES) WILL RESULT IN
DILUTION OF THE OUTSTANDING SHARES OF COMMON STOCK, WHICH DILUTION MAY BE
SUBSTANTIAL UNDER CERTAIN MARKET CONDITIONS.
THE COMPANY FURTHER ACKNOWLEDGES
THAT ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, INCLUDING WITHOUT
LIMITATION ITS OBLIGATION TO ISSUE THE SECURITIES (INCLUDING THE UNDERLYING
SHARES) PURSUANT TO THE TRANSACTION DOCUMENTS, ARE UNCONDITIONAL AND ABSOLUTE
AND NOT SUBJECT TO ANY RIGHT OF SET OFF, COUNTERCLAIM, DELAY OR REDUCTION,
REGARDLESS OF THE EFFECT OF ANY SUCH DILUTION OR ANY CLAIM THAT THE COMPANY MAY
HAVE AGAINST ANY PURCHASER.
THE COMPANY ACKNOWLEDGES EACH PURCHASER'S RIGHT,
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AT ALL TIMES TO SELL OR OTHERWISE
DISPOSE OF ALL OR ANY PART OF THE SECURITIES, INCLUDING, WITHOUT LIMITATION,
SHARES OF COMMON STOCK ISSUED AS PAYMENT OF INTEREST OR PRINCIPAL ON THE NOTES,
IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
4.3
FURNISHING OF INFORMATION.
AS LONG AS ANY PURCHASER OWNS SECURITIES,
THE COMPANY COVENANTS 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.
UPON THE
REQUEST OF ANY PURCHASER, THE COMPANY SHALL DELIVER TO SUCH PURCHASER A WRITTEN
CERTIFICATION OF A DULY AUTHORIZED OFFICER AS TO WHETHER IT HAS COMPLIED WITH
THE PRECEDING SENTENCE. AS LONG AS ANY PURCHASER OWNS SECURITIES, IF THE COMPANY
IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND
FURNISH TO THE PURCHASERS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH
PARAGRAPH (C) OF RULE 144 SUCH INFORMATION AS IS REQUIRED FOR THE
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Purchasers to sell the Securities under Rule 144.
The Company further covenants
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.
4.4
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 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.
4.5
RESERVATION AND LISTING OF SECURITIES.
(A)
THE COMPANY SHALL MAINTAIN A RESERVE FROM ITS DULY AUTHORIZED SHARES OF
COMMON STOCK