4.
COVENANTS.
(A)
BEST EFFORTS.
EACH PARTY SHALL USE ITS BEST EFFORTS TIMELY TO
SATISFY EACH OF THE CONDITIONS TO BE SATISFIED BY IT AS PROVIDED IN SECTIONS 6
AND 7 OF THIS AGREEMENT.
(B)
FORM D AND BLUE SKY.
THE COMPANY AGREES TO FILE A FORM D WITH
RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION D AND TO PROVIDE A COPY
THEREOF TO EACH BUYER PROMPTLY AFTER SUCH FILING.
THE COMPANY SHALL, ON OR
BEFORE THE CLOSING DATE, TAKE SUCH ACTION AS THE COMPANY SHALL REASONABLY
DETERMINE IS NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR OR TO QUALIFY THE
SECURITIES FOR SALE TO THE BUYERS AT THE CLOSING PURSUANT TO THIS AGREEMENT
UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE STATES OF THE UNITED
STATES (OR TO OBTAIN AN EXEMPTION FROM SUCH QUALIFICATION), AND SHALL PROVIDE
EVIDENCE OF ANY SUCH ACTION SO TAKEN TO THE BUYERS ON OR PRIOR TO THE CLOSING
DATE.
THE COMPANY SHALL MAKE ALL FILINGS AND REPORTS RELATING TO THE OFFER AND
SALE OF THE SECURITIES REQUIRED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS
OF THE STATES OF THE UNITED STATES FOLLOWING THE CLOSING DATE.
(C)
REPORTING STATUS.
UNTIL THE DATE ON WHICH THE INVESTORS (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) SHALL HAVE SOLD ALL THE CONVERSION
SHARES, THE INTEREST SHARES AND WARRANT SHARES AND NONE OF THE NOTES OR WARRANTS
IS OUTSTANDING, (THE "REPORTING PERIOD"), THE COMPANY SHALL TIMELY FILE ALL
REPORTS REQUIRED TO BE FILED WITH THE SEC PURSUANT TO THE 1934 ACT, AND THE
COMPANY SHALL NOT TERMINATE ITS STATUS AS AN ISSUER REQUIRED TO FILE REPORTS
UNDER THE 1934 ACT EVEN IF THE 1934 ACT OR THE RULES AND REGULATIONS THEREUNDER
WOULD PERMIT SUCH TERMINATION.
(D)
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS FROM THE SALE
OF THE SECURITIES FOR GENERAL CORPORATE PURPOSES, AND NOT FOR (A) EXCEPT AS SET
FORTH ON SCHEDULE 4(D), THE REPAYMENT OF ANY OUTSTANDING INDEBTEDNESS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR (B) REDEMPTION OR REPURCHASE OF ANY OF ITS
OR ITS SUBSIDIARIES' EQUITY SECURITIES.
(E)
FINANCIAL INFORMATION.
THE COMPANY AGREES TO SEND THE FOLLOWING
TO EACH INVESTOR (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) DURING THE
REPORTING PERIOD (I) UNLESS THE FOLLOWING ARE FILED WITH THE SEC THROUGH EDGAR
AND ARE AVAILABLE TO THE PUBLIC THROUGH THE EDGAR SYSTEM, WITHIN ONE (1)
BUSINESS DAY AFTER THE FILING THEREOF WITH THE SEC, A COPY OF ITS ANNUAL REPORTS
AND QUARTERLY REPORTS ON FORM 10-K, 10-KSB, 10-Q OR 10-QSB, ANY INTERIM REPORTS
OR ANY CONSOLIDATED BALANCE SHEETS, INCOME STATEMENTS, STOCKHOLDERS' EQUITY
STATEMENTS AND/OR CASH FLOW STATEMENTS FOR ANY PERIOD OTHER THAN ANNUAL, ANY
CURRENT REPORTS ON FORM 8-K AND ANY REGISTRATION STATEMENTS (OTHER THAN ON FORM
S-8) OR AMENDMENTS FILED PURSUANT TO THE 1933 ACT, (II) ON THE SAME DAY AS THE
RELEASE THEREOF, FACSIMILE OR E-MAILED COPIES OF ALL PRESS RELEASES ISSUED BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND (III) COPIES OF ANY NOTICES AND
OTHER