IT AS PROVIDED IN SECTIONS 6
AND 7 OF THIS AGREEMENT.
(B)
FORM D.
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 TO
QUALIFY THE SECURITIES, OR OBTAIN AN EXEMPTION FOR 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, AND SHALL PROVIDE
EVIDENCE OF ANY SUCH ACTION SO TAKEN TO THE BUYERS ON OR PRIOR TO THE CLOSING
DATE.
(C)
REPORTING STATUS.
WITH A VIEW TO MAKING AVAILABLE TO THE BUYER
THE BENEFITS OF RULE 144 OR ANY SIMILAR RULE OR REGULATION OF THE SEC THAT MAY
AT ANY TIME PERMIT THE BUYER TO SELL SECURITIES OF THE COMPANY TO THE PUBLIC
WITHOUT REGISTRATION, AND AS A MATERIAL INDUCEMENT TO THE BUYER'S PURCHASE OF
THE SECURITIES, THE COMPANY REPRESENTS, WARRANTS, AND COVENANTS TO THE
FOLLOWING:
(I)
THE COMPANY IS SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION
13 OR 15(D) OF THE EXCHANGE ACT AND HAS FILED ALL REQUIRED REPORTS UNDER SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE 12 MONTHS PRIOR TO THE DATE HEREOF
(OR FOR SUCH SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS),
OTHER THAN FORM 8-K REPORTS;
(II)
FROM THE DATE HEREOF UNTIL ALL THE SECURITIES EITHER HAVE BEEN
SOLD BY THE BUYER, OR MAY PERMANENTLY BE SOLD BY THE BUYER WITHOUT ANY
RESTRICTIONS PURSUANT TO RULE 144, (THE "REGISTRATION PERIOD") THE COMPANY SHALL
FILE WITH THE SEC IN A TIMELY MANNER ALL REQUIRED REPORTS UNDER SECTION 13 OR
15(D) OF THE EXCHANGE ACT AND SUCH REPORTS SHALL CONFORM TO THE REQUIREMENT OF
THE EXCHANGE ACT AND THE SEC FOR FILING THEREUNDER TO THE EXTENT THAT THE
COMPANY IS CAPABLE OF DOING SO, ACKNOWLEDGING THAT THE COMPANY'S MANAGEMENT WILL
NOT BE ABLE TO MAKE ITS ASSESSMENT OF INTERNAL CONTROL OF FINANCIAL REPORTING
BECAUSE THE COMPANY HAS NOT IMPLEMENTED THE FRAMEWORK REQUIRED BY §404 OF THE
SARBANES-OXLEY ACT OF 2002 (WHICH FAILURE WILL LIKELY RESULT IN THE COMPANY'S
BEING REQUIRED TO IDENTIFY MATERIAL WEAKNESSES IN THE COMPANY'S DISCLOSURE
CONTROLS AND INTERNAL CONTROL OF FINANCIAL REPORTING), AND THE COMPANY CAN GIVE
NO ASSURANCE THAT ITS INDEPENDENT AUDITORS WILL BE ABLE TO ISSUE A REPORT ON THE
COMPANY'S FINANCIAL STATEMENTS IN THE FORM REQUIRED BY THE SEC'S RULES AND
REGULATIONS AND ANY SUCH REPORT ISSUED WILL CONTAIN A GOING CONCERN
QUALIFICATION;
(III)
THE COMPANY SHALL FURNISH TO THE BUYER SO LONG AS THE BUYER OWNS
SECURITIES, PROMPTLY UPON REQUEST, (I) IF TRUE, A WRITTEN STATEMENT BY THE
COMPANY THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144, (II) A
COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND SUCH OTHER
REPORTS AND DOCUMENTS SO FILED