AND REGULATIONS OF THE
COMMISSION, AS AMENDED, PROMULGATED PURSUANT TO THE SECURITIES ACT ("RULE 144"),
AND THAT SUCH PERSON HAS BEEN ADVISED THAT RULE 144 PERMITS RESALES ONLY UNDER
CERTAIN CIRCUMSTANCES.
SUCH PURCHASER UNDERSTANDS THAT TO THE EXTENT THAT RULE
144 IS NOT AVAILABLE, SUCH PURCHASER WILL BE UNABLE TO SELL ANY SHARES WITHOUT
EITHER REGISTRATION UNDER THE SECURITIES ACT OR THE EXISTENCE OF ANOTHER
EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.
(I)
GENERAL.
SUCH PURCHASER UNDERSTANDS THAT THE SHARES ARE BEING
OFFERED AND SOLD IN RELIANCE ON A TRANSACTIONAL EXEMPTION FROM THE REGISTRATION
REQUIREMENT OF FEDERAL AND STATE SECURITIES LAWS AND THE COMPANY IS RELYING UPON
THE TRUTH AND ACCURACY OF THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET FORTH HEREIN IN ORDER
TO DETERMINE THE APPLICABILITY OF SUCH EXEMPTIONS AND THE SUITABILITY OF SUCH
PURCHASER TO ACQUIRE THE SHARES.
14
(J)
INDEPENDENT INVESTMENT.
EXCEPT AS MAY BE DISCLOSED IN ANY
FILINGS WITH THE COMMISSION BY THE PURCHASERS UNDER SECTION 13 AND/OR SECTION 16
OF THE EXCHANGE ACT, NO PURCHASER HAS AGREED TO ACT WITH ANY OTHER PURCHASER FOR
THE PURPOSE OF ACQUIRING, HOLDING, VOTING OR DISPOSING OF THE SHARES PURCHASED
HEREUNDER FOR PURPOSES OF SECTION 13(D) UNDER THE EXCHANGE ACT, AND EACH
PURCHASER IS ACTING INDEPENDENTLY WITH RESPECT TO ITS INVESTMENT IN THE SHARES.
ARTICLE III
Covenants
The Company covenants with each of the Purchasers as follows, which covenants
are for the benefit of the Purchasers and their permitted assignees (as defined
herein).
SECTION 3.1
SECURITIES COMPLIANCE.
THE COMPANY SHALL NOTIFY THE
COMMISSION IN ACCORDANCE WITH THEIR RULES AND REGULATIONS, OF THE TRANSACTIONS
CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS, INCLUDING FILING A FORM D WITH
RESPECT TO THE PREFERRED SHARES, WARRANTS, WARRANT PREFERRED SHARES, CONVERSION
SHARES AND WARRANT SHARES AS REQUIRED UNDER REGULATION D AND APPLICABLE "BLUE
SKY" LAWS, 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 PREFERRED SHARES, THE WARRANTS, THE WARRANT PREFERRED
SHARES, THE CONVERSION SHARES AND THE WARRANTS SHARES TO THE PURCHASERS OR
SUBSEQUENT HOLDERS.
SECTION 3.2
REGISTRATION AND LISTING.
THE COMPANY SHALL CAUSE ITS
COMMON STOCK TO CONTINUE TO BE REGISTERED UNDER SECTIONS 12(B) OR 12(G) OF THE
EXCHANGE ACT, TO COMPLY IN ALL RESPECTS WITH ITS REPORTING AND FILING
OBLIGATIONS UNDER THE EXCHANGE ACT, TO COMPLY WITH ALL REQUIREMENTS RELATED TO
ANY REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT, AND TO NOT TAKE ANY
ACTION OR FILE ANY DOCUMENT (WHETHER OR NOT PERMITTED BY THE SECURITIES ACT OR
THE RULES PROMULGATED THEREUNDER) TO TERMINATE OR SUSPEND SUCH REGISTRATION OR
TO TERMINATE OR SUSPEND ITS REPORTING AND FILING OBLIGATIONS UNDER THE EXCHANGE
ACT OR SECURITIES ACT, EXCEPT AS PERMITTED HEREIN.
THE COMPANY WILL TAKE ALL
ACTION NECESSARY TO CONTINUE THE LISTING OR TRADING OF ITS COMMON STOCK ON THE
OTC BULLETIN BOARD OR OTHER EXCHANGE OR MARKET ON WHICH THE COMMON STOCK IS
TRADING OR MAY BE TRADED IN THE