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
17
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 COMMON
SHARES AND WARRANT SHARES AND NONE OF THE WARRANTS ARE OUTSTANDING (THE
"REPORTING PERIOD"), THE COMPANY SHALL 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 OTHERWISE PERMIT SUCH
TERMINATION.
(D)
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS FROM THE SALE
OF THE SECURITIES FOR GENERAL CORPORATE AND FOR WORKING CAPITAL PURPOSES,
PROVIDED, HOWEVER, THAT THE COMPANY MAY NOT USE THE PROCEEDS FROM THE SALE OF
THE SECURITIES FOR (I) THE REPAYMENT OF ANY OTHER OUTSTANDING INDEBTEDNESS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (II) THE 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
ON FORM 10-K OR 10-KSB, 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, IF NOT PUBLICLY
FILED, 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
INFORMATION MADE AVAILABLE OR GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING THEREOF TO THE
STOCKHOLDERS.
AS USED HEREIN, "BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY,
SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE
AUTHORIZED OR REQUIRED BY LAW TO REMAIN CLOSED.
(F)
LISTING.
THE COMPANY SHALL PROMPTLY SECURE THE LISTING OF ALL OF
THE REGISTRABLE SECURITIES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT)
UPON