THE STATEMENTS MADE
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
EACH PRESS RELEASE ISSUED BY THE COMPANY DURING THE TWELVE (12)
MONTHS PRECEDING THE DATE OF THIS AGREEMENT DID NOT AT THE TIME OF RELEASE
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION EXISTS WITH
RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ITS OR THEIR BUSINESS,
PROPERTIES, PROSPECTS, OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER
APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT
BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED IN A
TIMELY MANNER AND IN ACCORDANCE WITH SUCH APPLICABLE LAW, RULE OR REGULATION.
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
15
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 WARRANT
SHARES AND NONE OF THE WARRANTS IS OUTSTANDING (THE "REPORTING PERIOD"), THE
COMPANY SHALL FILE ALL REPORTS, IF ANY,
REQUIRED TO BE FILED BY IT 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 OTHERWISE PERMIT SUCH TERMINATION.
(D)
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS FROM THE SALE
OF THE SECURITIES FOR GENERAL CORPORATE PURPOSES, INCLUDING GENERAL AND
ADMINISTRATIVE EXPENSES AND NOT FOR (I) EXCEPT AS SET FORTH IN SECTION 4(D) OF
THE DISCLOSURE SCHEDULES, THE REPAYMENT OF ANY OUTSTANDING INDEBTEDNESS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR (II) THE REDEMPTION OR REPURCHASE OF