APPLICABLE LAW, RULE OR
REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT BY THE COMPANY BUT WHICH
HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED.
4.
COVENANTS.
(A)
BEST EFFORTS.
EACH PARTY SHALL USE ITS
BEST EFFORTS TIMELY TO SATISFY EACH OF THE CONDITIONS TO BE SATISFIED BY IT AS
PROVIDED IN SECTIONS 6 AND 7 OF THIS AGREEMENT.
(B)
FORM D AND BLUE SKY.
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 IN ORDER TO OBTAIN AN EXEMPTION FOR OR TO
QUALIFY 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 (OR TO OBTAIN AN EXEMPTION FROM SUCH QUALIFICATION), AND SHALL
PROVIDE EVIDENCE OF ANY SUCH ACTION SO TAKEN TO THE BUYERS ON OR PRIOR TO THE
CLOSING DATE.
THE COMPANY SHALL MAKE ALL FILINGS AND REPORTS RELATING TO THE
OFFER AND SALE OF THE SECURITIES REQUIRED UNDER APPLICABLE SECURITIES OR "BLUE
SKY" LAWS OF THE STATES OF THE UNITED STATES FOLLOWING THE CLOSING DATE.
(C)
REPORTING STATUS.
UNTIL THE DATE ON WHICH
THE INVESTORS (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) SHALL HAVE SOLD
ALL THE CONVERSION SHARES AND NONE OF THE NOTES IS OUTSTANDING (THE "REPORTING
PERIOD"), THE COMPANY SHALL TIMELY FILE ALL REPORTS REQUIRED TO BE FILED WITH
THE SEC PURSUANT TO THE 1934 ACT, AND THE COMPANY SHALL NOT TERMINATE ITS STATUS
AS AN ISSUER REQUIRED TO FILE REPORTS UNDER THE 1934 ACT EVEN IF THE 1934 ACT OR
THE RULES AND REGULATIONS THEREUNDER WOULD PERMIT SUCH TERMINATION.
(D)
USE OF PROCEEDS.
THE COMPANY WILL USE THE
PROCEEDS FROM THE SALE OF THE FOLLOW-ON NOTES AND THE FOLLOW-ON OFFERING (AS
DEFINED BELOW) TO FINANCE THE LEXICO ACQUISITION AND ANY REMAINDER THEREAFTER
FOR GENERAL CORPORATE AND FOR WORKING CAPITAL PURPOSES AND NOT FOR (I) THE
REPAYMENT OF ANY OUTSTANDING INDEBTEDNESS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (II) THE REDEMPTION OR REPURCHASE OF ANY OF ITS OR ITS
SUBSIDIARIES' EQUITY SECURITIES OR (III) THE SETTLEMENT OF ANY CLAIMS, ACTIONS
OR PROCEEDINGS AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(E)
FINANCIAL INFORMATION.
THE COMPANY AGREES
TO SEND THE FOLLOWING TO EACH INVESTOR (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) DURING THE REPORTING PERIOD (I) UNLESS THE FOLLOWING ARE FILED WITH
THE SEC THROUGH EDGAR AND ARE AVAILABLE TO THE PUBLIC THROUGH THE EDGAR SYSTEM,
WITHIN ONE (1) BUSINESS DAY AFTER THE FILING THEREOF WITH THE SEC, A COPY OF ITS
ANNUAL REPORTS AND QUARTERLY REPORTS ON FORM 10-K, 10-KSB, 10-Q OR 10-QSB, ANY
INTERIM REPORTS OR ANY CONSOLIDATED BALANCE SHEETS, INCOME STATEMENTS,
STOCKHOLDERS' EQUITY STATEMENTS AND/OR CASH FLOW STATEMENTS FOR ANY PERIOD OTHER
THAN ANNUAL, ANY CURRENT REPORTS ON FORM 8-K AND ANY REGISTRATION