DAY FOLLOWING THE
CLOSING.
THE COMPANY SHALL ALSO FILE WITH THE COMMISSION A CURRENT REPORT ON
FORM 8-K (THE "FORM 8-K") DESCRIBING THE MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY (AND ATTACHING AS EXHIBITS THERETO THIS AGREEMENT, THE
REGISTRATION RIGHTS AGREEMENT, THE CERTIFICATE OF DESIGNATION, THE STOCKHOLDERS
AGREEMENT, THE FORM OF EACH SERIES OF WARRANT AND THE PRESS RELEASE) AS SOON AS
PRACTICABLE FOLLOWING THE CLOSING DATE BUT IN NO EVENT MORE THAN TWO (2) TRADING
DAYS FOLLOWING THE CLOSING DATE, WHICH PRESS RELEASE AND FORM 8-K SHALL BE
SUBJECT TO PRIOR REVIEW AND COMMENT BY THE PURCHASERS.
"TRADING DAY" MEANS ANY
DAY DURING WHICH THE OTC BULLETIN BOARD (OR OTHER QUOTATION VENUE OR PRINCIPAL
EXCHANGE ON WHICH THE COMMON STOCK IS TRADED) SHALL BE OPEN FOR TRADING.
SECTION 3.17
DISCLOSURE OF MATERIAL INFORMATION.
THE COMPANY
COVENANTS AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF
HAS PROVIDED OR WILL PROVIDE ANY PURCHASER OR ITS AGENTS OR COUNSEL WITH ANY
INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC
INFORMATION (OTHER THAN WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT), UNLESS PRIOR THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN
AGREEMENT REGARDING THE CONFIDENTIALITY AND USE OF SUCH INFORMATION.
UPON THE
REQUEST OF THE PURCHASERS, THE COMPANY SHALL PROVIDE A WRITTEN CONFIRMATION WHEN
SUCH PURCHASER IS NO LONGER IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION
UNDER ANY SUCH AGREEMENT.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH
PURCHASER SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS IN EFFECTING
TRANSACTIONS IN SECURITIES OF THE COMPANY.
SECTION 3.18
PLEDGE OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND
AGREES THAT THE SHARES MAY BE PLEDGED BY A PURCHASER IN CONNECTION WITH A BONA
FIDE MARGIN AGREEMENT OR OTHER LOAN OR FINANCING ARRANGEMENT THAT IS SECURED BY
THE COMMON STOCK.
THE PLEDGE OF COMMON STOCK SHALL NOT BE DEEMED TO BE A
TRANSFER, SALE OR ASSIGNMENT OF THE COMMON STOCK HEREUNDER, AND NO PURCHASER
EFFECTING A PLEDGE OF COMMON STOCK SHALL BE REQUIRED TO PROVIDE THE COMPANY WITH
ANY NOTICE THEREOF OR OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT; PROVIDED THAT A PURCHASER AND
ITS PLEDGEE SHALL BE REQUIRED TO COMPLY WITH THE PROVISIONS OF ARTICLE V HEREOF
IN ORDER TO EFFECT A SALE, TRANSFER OR ASSIGNMENT OF COMMON STOCK TO SUCH
PLEDGEE. AT THE PURCHASERS' EXPENSE, THE COMPANY HEREBY AGREES TO EXECUTE AND
DELIVER SUCH DOCUMENTATION AS A PLEDGEE OF THE COMMON STOCK MAY REASONABLY
REQUEST IN CONNECTION WITH A PLEDGE OF THE COMMON STOCK TO SUCH PLEDGEE BY A
PURCHASER.
SECTION 3.19
FORM SB-2 ELIGIBILITY.
THE COMPANY CURRENTLY MEETS THE
"REGISTRANT ELIGIBILITY" AND TRANSACTION REQUIREMENTS SET FORTH IN THE GENERAL
INSTRUCTIONS TO FORM SB-2 APPLICABLE TO "RESALE" REGISTRATIONS ON FORM SB-2 AND
THE COMPANY SHALL FILE ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY WITH THE
COMMISSION IN A TIMELY MANNER.
SECTION 3.20
STOCKHOLDERS AGREEMENT.
THE PERSONS LISTED ON SCHEDULE
3.20 ATTACHED HERETO SHALL BE SUBJECT TO THE TERMS AND PROVISIONS OF A