TOTAL PURCHASE PRICE (INCLUDING REASONABLE BROKERAGE
COMMISSIONS, IF ANY) FOR THE SHARES OF COMMON STOCK SO PURCHASED EXCEEDS (Y) THE
AMOUNT OBTAINED BY MULTIPLYING (A) THE NUMBER OF SHARES THAT THE COMPANY WAS
REQUIRED TO DELIVER TO THE INVESTOR ON THE DELIVERY DATE BY (B) THE CLOSING BID
PRICE OF THE COMMON STOCK ON THE DELIVERY DATE AND (2) DELIVER TO SUCH INVESTOR
THE NUMBER OF SHARES OF COMMON STOCK THAT WOULD HAVE BEEN ISSUED HAD THE COMPANY
TIMELY COMPLIED WITH ITS DELIVERY OBLIGATIONS HEREUNDER.
THE INVESTOR SHALL
PROVIDE THE COMPANY WRITTEN NOTICE INDICATING THE AMOUNTS PAYABLE TO THE
INVESTOR IN RESPECT OF THE BUY IN.
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY INVESTOR OWNS THE
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.
AS LONG AS ANY INVESTOR OWNS SECURITIES, IF THE COMPANY IS NOT
REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH TO
THE INVESTORS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH
INFORMATION AS IS REQUIRED FOR THE INVESTORS 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.
4.3
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 INVESTORS, OR THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES FOR PURPOSES OF THE
RULES AND REGULATIONS OF ANY TRADING MARKET IN A MANNER THAT WOULD REQUIRE
STOCKHOLDER APPROVAL OF THE SALE OF THE SECURITIES TO THE INVESTORS.
4.4
SUBSEQUENT REGISTRATIONS.
OTHER THAN PURSUANT TO THE REGISTRATION
STATEMENT, PRIOR TO THE EFFECTIVE DATE, THE COMPANY MAY NOT FILE ANY
REGISTRATION STATEMENT (OTHER THAN ON FORM S-8)
WITH THE COMMISSION WITH
RESPECT TO ANY SECURITIES OF THE COMPANY.
4.5
SECURITIES LAWS DISCLOSURE; PUBLICITY.
BY 9:00 A.M. (NEW YORK
TIME) ON THE TRADING DAY FOLLOWING THE EXECUTION OF THIS AGREEMENT, AND BY 9:00
A.M. (NEW YORK TIME) ON THE TRADING DAY FOLLOWING THE CLOSING DATE, THE COMPANY
SHALL ISSUE PRESS RELEASES DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY AND
THE CLOSING.
ON THE TRADING DAY FOLLOWING THE EXECUTION OF THIS AGREEMENT THE
COMPANY WILL FILE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF