FOR ACTING IN SUCH CAPACITY.
THE
PURCHASER REPRESENTS THAT (I) THE PURCHASER WAS CONTACTED REGARDING THE SALE OF
THE SHARES BY THE PLACEMENT AGENT (OR AN AUTHORIZED AGENT OR REPRESENTATIVE
THEREOF)
9
WITH WHOM THE PURCHASER ENTERED INTO A CONFIDENTIALITY AGREEMENT AND (II) NO
SHARES WERE OFFERED OR SOLD TO IT BY MEANS OF ANY FORM OF GENERAL SOLICITATION
OR GENERAL ADVERTISING.
ARTICLE IV
COVENANTS
SECTION 4.1
REPORTING STATUS.
THE COMPANY'S COMMON STOCK IS
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT.
DURING THE REGISTRATION PERIOD
(OR WITHIN THE PERIODS PERMITTED UNDER RULE 12B-25 OF THE EXCHANGE ACT), THE
COMPANY WILL TIMELY FILE WITH THE SEC ALL REPORTS REQUIRED TO BE SO FILED UNDER
THE EXCHANGE ACT, AND THE COMPANY WILL NOT TERMINATE ITS STATUS AS AN ISSUER
REQUIRED TO FILE REPORTS UNDER THE EXCHANGE ACT EVEN IF THE EXCHANGE ACT OR THE
RULES AND REGULATIONS THEREUNDER WOULD PERMIT SUCH TERMINATION.
SECTION 4.2
EXPENSES.
THE COMPANY AND EACH PURCHASER IS EACH
SEVERALLY AND NOT JOINTLY LIABLE FOR, AND EACH WILL PAY, ITS OWN EXPENSES
INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY
OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' AND CONSULTANTS'
FEES AND EXPENSES.
SECTION 4.3
FINANCIAL INFORMATION.
THE FINANCIAL STATEMENTS OF THE
COMPANY TO BE INCLUDED IN ANY DOCUMENTS FILED WITH THE SEC WILL BE PREPARED IN
ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES,
CONSISTENTLY APPLIED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL
STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE OF UNAUDITED INTERIM
STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE FOOTNOTES, MAY BE CONDENSED OR
SUMMARY STATEMENTS OR MAY CONFORM TO THE SEC'S RULES AND INSTRUCTIONS FOR
REPORTS ON FORM 10-Q), AND WILL FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND CONSOLIDATED RESULTS OF ITS
OPERATIONS AND CASH FLOWS AS OF, AND FOR THE PERIODS COVERED BY, SUCH FINANCIAL
STATEMENTS (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL AND
RECURRING YEAR-END AUDIT ADJUSTMENTS).
SECTION 4.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
ON OR BEFORE
9:30 A.M., NEW YORK LOCAL TIME, ON OCTOBER 4, 2006 THE COMPANY SHALL ISSUE A
PRESS RELEASE ANNOUNCING THE SIGNING OF THIS AGREEMENT AND DESCRIBING THE
MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ON OR BEFORE
OCTOBER 4, 2006, THE COMPANY SHALL FILE A CURRENT REPORT ON FORM 8-K WITH THE
SEC DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
INCLUDING AS AN EXHIBIT TO SUCH CURRENT REPORT ON FORM 8-K THIS AGREEMENT, IN
THE FORM REQUIRED BY THE EXCHANGE ACT. THE COMPANY SHALL NOT PUBLICLY DISCLOSE
ANY INFORMATION CONCERNING A PURCHASER WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
PURCHASER, EXCEPT FOR DISCLOSURE OF THE NAME OF SUCH PURCHASER AND THE TYPE AND
AMOUNT OF SECURITIES OF THE COMPANY HELD BY SUCH PURCHASER IN CONNECTION WITH
ANY LEGAL OR REGULATORY FILINGS REQUIRED TO BE MADE BY THE COMPANY OR EXCEPT AS
OTHERWISE REQUIRED BY LAW.
SECTION 4.5
SALES BY PURCHASERS.
EACH PURCHASER