to deliver in satisfaction of a sale by the
Purchaser of shares of Common Stock that the Purchaser anticipated receiving
from the Company without any restrictive legend (a "Buy-In"), then the Company
shall, within three (3) Trading Days after the Purchaser's request and in the
Purchaser's sole discretion, either (i) pay cash to the Purchaser in an amount
equal to the Purchaser's total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at
which point the Company's obligation to deliver such certificate shall terminate
and such shares shall be cancelled, or (ii) promptly honor its obligation to
deliver to the Purchaser a certificate or certificates representing such number
of shares of Common Stock that would have been issued if the Company timely
complied with its obligations hereunder and pay cash to the Purchaser in an
amount equal to the excess (if any) of the Buy-In Price over the product of (a)
such number of shares of Common Stock that the Company was required to deliver
to the Purchaser on the Delivery Date, times (b) the closing bid price of the
Common Stock on the date of (i) exercise or (ii) the event giving rise to the
Company's obligation to deliver such certificate, as the case may be.
4.2
RESERVATION OF COMMON STOCK. 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 BE REQUIRED TO FULFILL ITS
OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS. IN THE EVENT THAT AT ANY
TIME THE THEN AUTHORIZED SHARES OF COMMON STOCK ARE INSUFFICIENT FOR THE COMPANY
TO SATISFY ITS OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS, THE COMPANY
SHALL PROMPTLY TAKE SUCH ACTIONS AS MAY BE REQUIRED TO INCREASE THE NUMBER OF
AUTHORIZED SHARES.
4.3
FURNISHING OF INFORMATION. UNTIL ALL OF THE SECURITIES ARE
ELIGIBLE FOR SALE UNDER RULE 144(K) PROMULGATED UNDER THE SECURITIES ACT, 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. UNTIL ALL OF THE
SECURITIES ARE ELIGIBLE FOR SALE UNDER RULE 144(K)
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PROMULGATED UNDER THE SECURITIES ACT, 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 RULE 144(C) SUCH INFORMATION AS IS
REQUIRED FOR THE PURCHASERS TO SELL THE SHARES AND WARRANT SHARES UNDER RULE
144. THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY
HOLDER OF SECURITIES MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED FROM
TIME TO TIME TO ENABLE SUCH PERSON TO SELL THE SHARES AND WARRANT SHARES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS
PROVIDED BY RULE 144.
4.4
NO INTEGRATION. THE COMPANY SHALL NOT, AND SHALL USE ITS BEST
EFFORTS TO