THE
REQUIRED APPROVALS (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT), THE
SECURITIES PURCHASE AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
(VI)
THE REGISTRATION STATEMENT WAS DECLARED
EFFECTIVE BY THE SEC ON DECEMBER 20, 2006.
THE PROSPECTUS SUPPLEMENT SHALL HAVE
BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT
WITHIN THE APPLICABLE TIME PERIOD PRESCRIBED FOR SUCH FILING. THE COMPANY MEETS
THE REQUIREMENTS FOR THE USE OF FORM S-3 UNDER THE SECURITIES ACT FOR THE
PRIMARY ISSUANCE OF SECURITIES.
THE REGISTRATION STATEMENT CONFORMS, AND THE
PROSPECTUS SUPPLEMENT AND ANY FURTHER AMENDMENTS OR SUPPLEMENTS TO THE
REGISTRATION STATEMENT WILL, WHEN THEY BECOME EFFECTIVE OR ARE FILED WITH THE
COMMISSION, AS THE CASE MAY BE, CONFORM IN ALL RESPECTS TO THE REQUIREMENTS OF
THE
ACT AND THE RULES AND REGULATIONS THEREUNDER AND DO NOT AND WILL NOT, AS OF
THE APPLICABLE EFFECTIVE DATE (AS TO THE REGISTRATION STATEMENT AND ANY
AMENDMENT THERETO) AND AS OF THE APPLICABLE FILING DATE (AS TO THE PROSPECTUS
AND ANY AMENDMENT OR SUPPLEMENT THERETO) CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
THERE IS NO STOP ORDER
OR OTHER OR OF ANY ORDER PREVENTING OR SUSPENDING THE USE OF THE REGISTRATION
STATEMENT, OF THE SUSPENSION OF THE QUALIFICATION OF THE SECURITIES FOR OFFERING
OR SALE IN ANY JURISDICTION, OF THE INITIATION OR THREATENING OF ANY PROCEEDING
FOR ANY SUCH PURPOSE, OR OF ANY REQUEST BY THE SEC FOR THE AMENDING OR
SUPPLEMENTING OF THE REGISTRATION STATEMENT.
(VII)
THE COMPANY'S COMMON STOCK (INCLUDING ANY SHARES
UNDERLYING CONVERTIBLE SECURITIES) SHALL BE ELIGIBLE FOR INCLUSION ON THE NASDAQ
CAPITAL MARKET AND LISTED AND ADMITTED AND AUTHORIZED FOR TRADING ON THE NASDAQ
CAPITAL MARKET.
(VIII)
NOTWITHSTANDING SECTION 5.7 OF THE SECURITIES
PURCHASE AGREEMENT, THE SELLING AGENT SHALL BE ENTITLED TO RELY UPON, AND
RECEIVE THE FULL BENEFIT OF, AS IF A PARTY THERETO, THE REPRESENTATIONS AND
WARRANTIES MADE BY THE COMPANY TO THE PROSPECTIVE INVESTORS IN THE SECURITIES
PURCHASE AGREEMENT.
7.
COVENANTS OF THE COMPANY.
The Company covenants that it will:
(A)
DELIVER WITHOUT CHARGE TO THE SELLING AGENT
SUCH NUMBER OF COPIES OF THE DOCUMENTS AND ANY SUPPLEMENT OR AMENDMENT THERETO
AS MAY REASONABLY BE REQUESTED BY THE SELLING AGENT.
(B)
NOTIFY YOU PROMPTLY OF REJECTION OF ANY
SUBSCRIPTION.
THE COMPANY SHALL NOT (I) ACCEPT SUBSCRIPTIONS FROM, OR MAKE
SALES OF SECURITIES TO, ANY SUBSCRIBERS WHO ARE NOT, TO THE COMPANY'S KNOWLEDGE,
ACCREDITED INVESTORS, OR (II) UNREASONABLY REJECT ANY SUBSCRIPTION FOR
SECURITIES.
(C)
THE COMPANY SHALL CAUSE, AT ITS COST AND
EXPENSE, ALL "BLUE SKY" FILINGS RELATED TO THE OFFERING AND REQUIRED BY
APPLICABLE LAW TO BE MADE IN DUE AND PROPER FORM AND SUBSTANCE AND IN A TIMELY
MANNER AS REQUIRED UNDER THE LAWS OF THE STATES IN WHICH SECURITIES ARE SOLD
("BLUE SKY FILINGS").
THE COMPANY SHALL DELIVER TRUE AND CORRECT COPIES OF ALL
BLUE SKY FILINGS TO THE SELLING