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.
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.
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, ALL TO THE EXTENT
REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL SUCH SECURITIES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS
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 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.
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4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL, BY 8:30 A.M. EASTERN TIME ON THE TRADING DAY FOLLOWING THE DATE
HEREOF, ISSUE A CURRENT REPORT ON FORM 8-K, REASONABLY ACCEPTABLE TO THE
PLACEMENT AGENTS DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED
HEREBY, AND SHALL ATTACH THE TRANSACTION DOCUMENTS THERETO.
THE COMPANY AND
EACH PURCHASER SHALL CONSULT WITH EACH OTHER IN ISSUING ANY OTHER PRESS RELEASES
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER THE COMPANY
NOR ANY PURCHASER SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH
PUBLIC STATEMENT WITHOUT THE