MAY 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 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 THE COMPANY MAY HAVE
AGAINST ANY PURCHASER AND REGARDLESS OF THE DILUTIVE EFFECT THAT SUCH ISSUANCE
MAY HAVE ON THE OWNERSHIP OF THE OTHER STOCKHOLDERS OF THE COMPANY.
4.3
FURNISHING OF INFORMATION. UNTIL THE EARLIEST OF THE TIME THAT NO
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 EVEN IF THE COMPANY IS NOT THEN SUBJECT TO THE REPORTING
24
REQUIREMENTS OF THE EXCHANGE ACT. AS LONG AS ANY PURCHASER OWNS SECURITIES, IF
THE COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO THE EXCHANGE ACT, 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 SECURITIES UNDER RULE 144. THE COMPANY FURTHER COVENANTS THAT IT
WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY
REQUEST, TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL
SUCH SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
REQUIREMENTS OF THE EXEMPTION PROVIDED BY RULE 144.
4.4
INTEGRATION. THE COMPANY SHALL NOT 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 TO THE PURCHASERS 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
CONVERSION AND EXERCISE PROCEDURES. THE FORM OF NOTICE OF EXERCISE
INCLUDED IN THE WARRANTS AND THE FORM OF NOTICE OF CONVERSION INCLUDED IN THE
DEBENTURES SET FORTH THE TOTALITY OF THE PROCEDURES REQUIRED OF THE PURCHASERS
IN ORDER TO EXERCISE THE WARRANTS OR CONVERT THE DEBENTURES. NO ADDITIONAL LEGAL
OPINION OR OTHER INFORMATION OR INSTRUCTIONS SHALL BE REQUIRED OF THE PURCHASERS
TO EXERCISE THEIR WARRANTS OR CONVERT THEIR DEBENTURES. THE COMPANY SHALL HONOR
EXERCISES OF THE WARRANTS AND CONVERSIONS OF THE DEBENTURES AND SHALL DELIVER
UNDERLYING SHARES IN ACCORDANCE WITH THE TERMS, CONDITIONS AND TIME PERIODS SET
FORTH IN THE TRANSACTION DOCUMENTS.
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY. THE COMPANY SHALL, BY 8:30
A.M. (NEW YORK CITY TIME) ON THE TRADING DAY FOLLOWING THE DATE HEREOF, ISSUE A
CURRENT REPORT ON FORM