THE EXISTENCE, TERMS AND CONDITIONS OF THE OFFERING IN CONFIDENCE AND NOT TO
DISCLOSE THE SAME TO ANY OTHER
11
PERSON UNTIL SUCH TIME AS THE COMPANY FILES WITH THE SEC A CURRENT REPORT ON
FORM 8-K DISCLOSING THE OFFERING OR PUBLICLY ANNOUNCES THE OFFERING.
3.11.
SEC REPORTS.
THE INVESTOR HAS REVIEWED COPIES OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004 (AND ANY
AMENDMENTS THERETO), THE COMPANY'S PROXY STATEMENT FOR ITS 2005 ANNUAL MEETING
OF SHAREHOLDERS, THE COMPANY'S QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS
ENDED MARCH 31, 2005, JUNE 30, 2005 AND SEPTEMBER 30, 2005 (AND ANY AMENDMENTS
THERETO) AND EACH OF THE COMPANY'S CURRENT REPORTS ON FORM 8-K FILED SINCE
JANUARY 1, 2003 (AND ANY AMENDMENTS THERETO).
4.
COVENANTS.
4.1.
TRADING MARKET. THE COMPANY SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL REQUIREMENTS OF THE AMEX WITH RESPECT TO THE ISSUANCE
AND LISTING OF THE SHARES AND THE CONTINUED LISTING OF ITS COMMON STOCK
(INCLUDING THE SHARES).
THE COMPANY AGREES THAT IF THE COMPANY APPLIES TO HAVE
ITS COMMON STOCK TRADED ON ANY OTHER TRADING MARKET, IT WILL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE SHARES TO BE LISTED OR QUOTED ON SUCH OTHER
TRADING MARKET.
4.2.
CERTAIN FUTURE FINANCINGS AND RELATED ACTIONS. WITHOUT THE PRIOR
CONSENT OF THE INVESTOR, THE COMPANY SHALL NOT CAUSE THE OFFERING TO BE
INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY IN A MANNER THAT WOULD REQUIRE
THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE SHARES TO THE
INVESTOR OR IN A MANNER THAT WOULD REQUIRE STOCKHOLDER APPROVAL OF THE SALE OF
THE SHARES TO THE INVESTOR.
4.3.
PUBLIC DISCLOSURE. THE COMPANY SHALL PUBLICLY ANNOUNCE THE
OFFERING PROMPTLY AFTER THE EXECUTION OF THIS AGREEMENT AND MAKE SUCH OTHER
FILINGS AND NOTICES IN THE MANNER AND WITHIN THE TIME REQUIRED BY THE SEC.
4.4.
USE OF PROCEEDS.
THE COMPANY WILL USE THE NET PROCEEDS FROM THE
SALE OF THE SHARES PURSUANT TO THIS AGREEMENT FOR GENERAL CORPORATE PURPOSES
AND/OR ACQUISITIONS.
4.5.
PROSPECTUS DELIVERY REQUIREMENTS.
INVESTOR COVENANTS AND AGREES
THAT IT WILL COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES
ACT AS APPLICABLE TO IT IN CONNECTION WITH THE SALES OF REGISTRABLE SECURITIES,
AS DEFINED IN SECTION 5.1.
5.
REGISTRATION OF SHARES AND COMPLIANCE
WITH THE SECURITIES ACT.
5.1.
REGISTRATION PROCEDURES AND EXPENSES. THE COMPANY SHALL:
(A)
SUBJECT TO RECEIPT OF NECESSARY INFORMATION FROM THE INVESTORS, INCLUDING
THE INFORMATION REQUESTED IN THE REGISTRATION STATEMENT QUESTIONNAIRE, USE ITS
COMMERCIALLY REASONABLE EFFORTS TO PREPARE AND FILE WITH THE SEC ON OR PRIOR TO
THE 30TH CALENDAR DAY FOLLOWING THE CLOSING DATE HEREOF A REGISTRATION STATEMENT
(THE "REGISTRATION STATEMENT") ON FORM S-3 (OR SUCH OTHER FORM AS MAY BE
REQUIRED) TO ENABLE THE RESALE BY THE INVESTOR ON A DELAYED OR CONTINUOUS BASIS
UNDER RULE 415 OF THE SECURITIES ACT OF THE SHARES OF COMMON STOCK ISSUED
PURSUANT TO THIS AGREEMENT AND ANY SHARES OF COMMON STOCK ISSUED OR ISSUABLE IN
RESPECT OF THE