RECEIVED NOTICE FROM ANY PRIMARY MARKET ON
WHICH THE COMMON STOCK IS OR HAS BEEN LISTED OR QUOTED TO THE EFFECT THAT THE
COMPANY IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE REQUIREMENTS OF
SUCH PRIMARY MARKET.
(BB)
MANIPULATION OF PRICE.
THE COMPANY HAS NOT, AND TO ITS KNOWLEDGE
NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, DIRECTLY OR INDIRECTLY, ANY ACTION
DESIGNED TO CAUSE OR TO RESULT IN THE STABILIZATION OR MANIPULATION OF THE PRICE
OF ANY SECURITY OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF ANY OF THE
SECURITIES, (II) SOLD, BID FOR, PURCHASED, OR, PAID ANY COMPENSATION FOR
SOLICITING PURCHASES OF, ANY OF THE SECURITIES, OR (III) PAID OR AGREED TO PAY
TO ANY PERSON ANY COMPENSATION FOR SOLICITING ANOTHER TO PURCHASE ANY OTHER
SECURITIES OF THE COMPANY, OTHER THAN, IN THE CASE OF CLAUSES (II) AND (III),
COMPENSATION PAID TO THE COMPANY'S PLACEMENT AGENT IN CONNECTION WITH THE
PLACEMENT OF THE SECURITIES.
(CC)
DILUTIVE EFFECT.
THE COMPANY UNDERSTANDS AND ACKNOWLEDGES THAT THE
NUMBER OF CONVERSION SHARES ISSUABLE UPON CONVERSION OF THE CONVERTIBLE
DEBENTURES AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS WILL
INCREASE IN CERTAIN CIRCUMSTANCES.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS
OBLIGATION TO ISSUE CONVERSION SHARES UPON CONVERSION OF THE CONVERTIBLE
DEBENTURES IN ACCORDANCE WITH THIS AGREEMENT AND THE CONVERTIBLE DEBENTURES AND
ITS OBLIGATION TO ISSUE THE WARRANT SHARES UPON EXERCISE OF THE WARRANTS IN
ACCORDANCE WITH THIS AGREEMENT AND THE WARRANTS, IN EACH CASE, IS ABSOLUTE AND
UNCONDITIONAL REGARDLESS OF THE DILUTIVE EFFECT THAT SUCH ISSUANCE MAY HAVE ON
THE OWNERSHIP INTERESTS OF OTHER STOCKHOLDERS OF THE COMPANY.
13
4.
COVENANTS.
(A)
BEST EFFORTS.
EACH PARTY SHALL USE ITS BEST EFFORTS TO TIMELY
SATISFY EACH OF THE CONDITIONS TO BE SATISFIED BY IT AS PROVIDED IN SECTIONS 6
AND 7 OF THIS AGREEMENT.
(B)
FORM D.
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 TO
QUALIFY THE SECURITIES, OR OBTAIN AN EXEMPTION FOR 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, AND SHALL PROVIDE
EVIDENCE OF ANY SUCH ACTION SO TAKEN TO THE BUYERS ON OR PRIOR TO THE CLOSING
DATE.
(C)
REPORTING STATUS.
UNTIL THE EARLIER OF (I) THE DATE AS OF WHICH
THE BUYER(S) MAY SELL ALL OF THE SECURITIES WITHOUT RESTRICTION PURSUANT TO RULE
144(K) PROMULGATED UNDER THE SECURITIES ACT (OR SUCCESSOR THERETO), OR (II) THE
DATE ON WHICH (A) THE BUYERS SHALL HAVE SOLD ALL THE SECURITIES AND (B) NONE OF
THE CONVERTIBLE DEBENTURES OR WARRANTS ARE OUTSTANDING (THE "REGISTRATION
PERIOD"), THE COMPANY SHALL FILE IN A TIMELY MANNER ALL REPORTS REQUIRED TO BE
FILED WITH THE SEC PURSUANT TO