DELIVERY TO THE PURCHASERS OF THE SECURITIES BEING PURCHASED AND THE PAYMENT
THEREFOR, PROVIDED THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN
SHALL EXPIRE ON THE ONE-YEAR ANNIVERSARY OF THE CLOSING DATE.
7.
COVENANTS OF THE COMPANY.
THE COMPANY COVENANTS AND AGREES WITH
THE PURCHASERS AS FOLLOWS:
(A)
STOP ORDERS.
THE COMPANY WILL ADVISE THE PURCHASERS, AS SOON AS
PRACTICABLE BUT, IN ANY EVENT, WITHIN ONE BUSINESS DAY AFTER THE COMPANY
RECEIVES NOTICE OF ISSUANCE BY THE COMMISSION, ANY STATE SECURITIES COMMISSION
OR ANY OTHER REGULATORY AUTHORITY OF ANY STOP ORDER OR OF ANY ORDER PREVENTING
OR SUSPENDING ANY OFFERING OF ANY SECURITIES OF THE COMPANY, OR OF THE
SUSPENSION OF THE QUALIFICATION OF THE COMMON STOCK OF THE COMPANY FOR OFFERING
OR SALE IN ANY JURISDICTION, OR THE INITIATION OF ANY PROCEEDING FOR ANY SUCH
PURPOSE.
(B)
LISTING.
THE COMPANY SHALL USE ITS BEST EFFORTS TO SECURE THE
LISTING OF THE COMMON STOCK ON THE NASDAQ CAPITAL MARKET AND SHALL MAINTAIN SUCH
LISTING OR A LISTING ON ANY OTHER NATIONAL SECURITIES EXCHANGE FOR AT LEAST TWO
YEARS AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (THE "EFFECTIVE
DATE").
10
(C)
MARKET REGULATIONS.
THE COMPANY SHALL NOTIFY THE COMMISSION, THE
BULLETIN BOARD AND APPLICABLE STATE AUTHORITIES, IN ACCORDANCE WITH THEIR
REQUIREMENTS, OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND SHALL TAKE
ALL OTHER NECESSARY ACTION AND PROCEEDINGS AS MAY BE REQUIRED AND PERMITTED BY
APPLICABLE LAW, RULE AND REGULATION, FOR THE LEGAL AND VALID ISSUANCE OF THE
SECURITIES TO THE PURCHASERS AND PROMPTLY PROVIDE COPIES THEREOF TO PURCHASERS.
(D)
REPORTING REQUIREMENTS.
FROM THE DATE OF THIS AGREEMENT UNTIL TWO
YEARS AFTER THE EFFECTIVE DATE, THE COMPANY WILL (V) CAUSE THE COMMON STOCK TO
CONTINUE TO BE REGISTERED UNDER SECTION 12(B) OR 12(G) OF THE 1934 ACT, (X)
COMPLY IN ALL RESPECTS WITH ITS REPORTING AND FILING OBLIGATIONS UNDER THE 1934
ACT, (Y) COMPLY WITH ALL REPORTING REQUIREMENTS THAT ARE APPLICABLE TO AN ISSUER
WITH A CLASS OF SHARES REGISTERED PURSUANT TO SECTION 12(B) OR 12(G) OF THE 1934
ACT, AS APPLICABLE, AND (Z) COMPLY WITH ALL REQUIREMENTS RELATED TO THE
REGISTRATION STATEMENT.
THE COMPANY WILL USE ITS BEST EFFORTS NOT TO TAKE ANY
ACTION OR FILE ANY DOCUMENT (WHETHER OR NOT PERMITTED BY THE 1933 ACT OR THE
1934 ACT OR THE RULES THEREUNDER) TO TERMINATE OR SUSPEND SUCH REGISTRATION OR
TO TERMINATE OR SUSPEND ITS REPORTING AND FILING OBLIGATIONS UNDER SAID ACTS
UNTIL TWO (2) YEARS AFTER THE EFFECTIVE DATE.
THE COMPANY AGREES TO TIMELY FILE
A FORM D WITH RESPECT TO THE SECURITIES IF REQUIRED UNDER REGULATION D.
UNLESS
ALL OF THE REGISTRABLE SHARES ARE SUBJECT TO AN EFFECTIVE REGISTRATION
STATEMENT, THE COMPANY WILL NOT FILE WITH THE SEC A REGISTRATION STATEMENT
RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE
1933 ACT OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ANY REGISTRATION STATEMENT
OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT (OR SUPPLEMENT THERETO)
RELATING TO THE COMPANY'S EMPLOYEE BENEFIT PLANS OR