ACT, SUCH UNDERLYING SHARES SHALL BE ISSUED FREE OF ALL LEGENDS.
THE
COMPANY AGREES THAT, AT SUCH TIME AS SUCH LEGEND IS NO LONGER REQUIRED UNDER
THIS SECTION 4.1(C), IT WILL, NO LATER THAN THREE (3) TRADING DAYS FOLLOWING THE
DELIVERY BY A PURCHASER TO THE COMPANY OR THE COMPANY'S TRANSFER AGENT OF A
CERTIFICATE REPRESENTING SECURITIES ISSUED WITH A RESTRICTIVE LEGEND, DELIVER OR
CAUSE TO BE DELIVERED TO SUCH PURCHASER A CERTIFICATE REPRESENTING SUCH
SECURITIES THAT IS FREE FROM ALL RESTRICTIVE AND OTHER LEGENDS.
THE COMPANY MAY
NOT MAKE ANY NOTATION ON ITS RECORDS OR GIVE INSTRUCTIONS TO ANY TRANSFER AGENT
OF THE COMPANY THAT ENLARGE THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS
SECTION.
4.2.
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY
ACKNOWLEDGES THAT THE ISSUANCE OF THE SECURITIES WILL RESULT IN DILUTION OF THE
OUTSTANDING SHARES OF COMMON STOCK.
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 THAT THE COMPANY MAY HAVE AGAINST ANY PURCHASER.
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 RULE 144(C) SUCH INFORMATION AS IS REQUIRED FOR THE
PURCHASERS TO SELL THE SECURITIES UNDER 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
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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.
THE
COMPANY SHALL MAINTAIN A RESERVE FROM ITS DULY AUTHORIZED SHARES OF COMMON STOCK
TO COMPLY WITH ITS EXERCISE OBLIGATIONS UNDER THE WARRANTS PURSUANT TO THE
TRANSACTION DOCUMENTS.
THE COMPANY SHALL PROMPTLY SECURE THE LISTING OF ALL OF
THE REGISTRABLE SECURITIES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT)
UPON EACH NATIONAL SECURITIES EXCHANGE AND AUTOMATED