ANY ENTITY WITH WHICH THE COMPANY IS AFFILIATED OR WITH
WHICH THE COMPANY HAS A BUSINESS RELATIONSHIP, OR ANY ENTITY WHICH COMPETES WITH
THE COMPANY, EXCEPT THAT OFFICERS, DIRECTORS, EMPLOYEES AND/OR STOCKHOLDERS OF
THE COMPANY MAY OWN STOCK IN (BUT NOT EXCEEDING FIVE PERCENT (5%) OF THE
OUTSTANDING CAPITAL STOCK OF) ANY PUBLICLY TRADED COMPANY THAT MAY COMPETE WITH
THE COMPANY.
TO THE BEST OF THE COMPANY'S KNOWLEDGE, NONE OF THE COMPANY'S
OFFICERS, DIRECTORS OR EMPLOYEES OR ANY MEMBERS OF THEIR IMMEDIATE FAMILIES ARE,
DIRECTLY OR INDIRECTLY, INTERESTED IN ANY MATERIAL CONTRACT WITH THE COMPANY.
THE COMPANY IS NOT A GUARANTOR OR INDEMNITOR OF ANY INDEBTEDNESS OF ANY OTHER
PERSON OR ENTITY.
3.20
NO MANIPULATION OF STOCK.
THE COMPANY HAS NOT TAKEN AND WILL NOT,
IN VIOLATION OF APPLICABLE LAW, TAKE, ANY ACTION DESIGNED TO OR THAT MIGHT
REASONABLY BE EXPECTED TO CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF
THE PRICE OF THE COMMON STOCK TO FACILITATE THE SALE OR RESALE OF THE COMMON
SHARES.
3.21
REPRESENTATIONS COMPLETE.
NO REPRESENTATION OR WARRANTY MADE BY
THE COMPANY IN THIS AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITS TO STATE A MATERIAL FACT THAT IS NECESSARY TO MAKE THE REPRESENTATION
OR WARRANTY MADE, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT WAS MADE, NOT
FALSE OR MISLEADING IN ANY MATERIAL RESPECT.
ARTICLE IV
COVENANTS
4.1
BEST EFFORTS.
EACH PARTY WILL USE ITS BEST EFFORTS TO SATISFY IN
A TIMELY FASHION EACH OF THE CONDITIONS TO BE SATISFIED BY IT UNDER ARTICLES VI
AND VII OF THIS AGREEMENT.
9
4.2
FORM D; BLUE SKY LAWS.
THE COMPANY WILL TIMELY FILE A NOTICE OF
SALE OF SECURITIES ON FORM D WITH RESPECT TO THE SECURITIES, AS REQUIRED UNDER
REGULATION D.
THE COMPANY WILL TAKE SUCH ACTION AS IT REASONABLY DETERMINES TO
BE NECESSARY TO QUALIFY THE SECURITIES FOR SALE TO THE INVESTORS UNDER THIS
AGREEMENT UNDER APPLICABLE SECURITIES (OR "BLUE SKY") LAWS OF THE STATES OF THE
UNITED STATES (OR TO OBTAIN AN EXEMPTION FROM SUCH QUALIFICATION).
4.3
TIMELY SEC FILINGS.
THROUGHOUT THE REGISTRATION PERIOD (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT), THE COMPANY WILL TIMELY FILE ALL
REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED
BY IT WITH THE SEC UNDER THE REPORTING REQUIREMENTS OF 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.
4.4
EXPENSES.
THE COMPANY IS LIABLE FOR, AND WILL PAY, EXPENSES
INCURRED BY IT AND ONE SPECIAL COUNSEL TO THE INVESTORS IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER
AGREEMENTS TO BE EXECUTED IN CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' AND CONSULTANTS' FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE
COMPANY IS ONLY OBLIGATED TO PAY EXPENSES INCURRED BY SPECIAL COUNSEL TO THE
INVESTORS UPON RECEIPT OF A REASONABLY ITEMIZED INVOICE SETTING FORTH THE
SERVICES PERFORMED