IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, ALL
APPLICABLE FDA RULES, REGULATIONS AND REQUIREMENTS AND ALL RULES, REGULATIONS
AND REQUIREMENTS OF COMPARABLE FOREIGN GOVERNMENTAL ENTITIES.
4.
AFFIRMATIVE COVENANTS.
A.
BEST EFFORTS.
EACH PARTY SHALL USE ITS
REASONABLE BEST EFFORTS TO TIMELY SATISFY EACH OF THE CONDITIONS TO BE SATISFIED
BY IT AS PROVIDED IN SECTIONS 7 AND 8 OF THIS AGREEMENT.
B.
FORM D AND BLUE SKY.
THE COMPANY AGREES
TO TIMELY FILE A FORM D WITH RESPECT TO THE SECURITIES AS REQUIRED UNDER
REGULATION D.
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 TO OCCUR ON THE CLOSING DATE PURSUANT TO THIS AGREEMENT UNDER APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES, AND SHALL PROVIDE TO EACH
BUYER EVIDENCE OF ANY SUCH ACTION SO TAKEN 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 LAWS OF THE STATES OF THE UNITED
STATES.
C.
REPORTING STATUS.
DURING THE PERIOD
COMMENCING ON THE DATE OF THIS AGREEMENT AND ENDING ON THE FIRST DATE AFTER THE
CLOSING DATE THAT IS THE LATEST OF (I) THE DATE THAT IS ONE YEAR AFTER THE DATE
AS OF WHICH THE INVESTORS (AS THAT TERM IS DEFINED IN SECTION 4(J)) MAY SELL ALL
OF THE SHARES WITHOUT RESTRICTION PURSUANT TO RULE 144 PROMULGATED UNDER THE
1933 ACT (OR SUCCESSOR THERETO), (II) THE DATE ON WHICH NO NOTES REMAIN
OUTSTANDING, (III) THE DATE THAT IS THE LAST DAY ON WHICH ANY SHARES MAY BE
ISSUED HEREUNDER, AND (IV) THE DATE ON WHICH THE SECURITY AGREEMENT HAS BEEN
TERMINATED (THE PERIOD ENDING ON SUCH LATEST DATE, 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 SECURITIES LAWS
OTHERWISE WOULD PERMIT SUCH TERMINATION.
20
D.
USE OF PROCEEDS.
THE COMPANY WILL USE
THE PROCEEDS FROM THE SALE OF THE NOTES AND THE SHARES FIRST, TO PAY EXPENSES
AND COMMISSIONS RELATED TO THE SALE OF THE SECURITIES, AND SECOND, FOR GENERAL
WORKING CAPITAL NEEDS.
E.
FINANCIAL INFORMATION.
THE COMPANY
AGREES TO SEND THE FOLLOWING TO EACH INVESTOR (AS DEFINED IN SECTION 4(J))
DURING THE REPORTING PERIOD (I) UNLESS THE FOLLOWING ARE FILED WITH THE SEC
THROUGH EDGAR AND ARE IMMEDIATELY AVAILABLE TO THE PUBLIC THROUGH THE EDGAR
SYSTEM, WITHIN ONE BUSINESS DAY AFTER THE FILING THEREOF WITH THE SEC, A COPY OF
EACH OF ITS QUARTERLY REPORTS ON FORM 10-QSB OR 10-Q AND ANNUAL REPORTS ON
FORM 10-KSB OR 10-K, AS THE CASE MAY BE (EACH, A "PERIODIC REPORT"), CURRENT
REPORTS ON FORM 8-K, REGISTRATION STATEMENTS (OTHER