PURSUANT TO
SECTION 12(B) OR 12(G) OF THE EXCHANGE ACT AND, EXCEPT WITH RESPECT TO CERTAIN
MATTERS WHICH THE COMPANY HAS DISCLOSED TO THE PURCHASER ON SCHEDULE 4.21 TO THE
SECURITIES PURCHASE AGREEMENT, THE COMPANY HAS TIMELY FILED ALL PROXY
STATEMENTS, REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED
TO BE FILED BY IT UNDER THE EXCHANGE ACT, AS FURTHER DESCRIBED IN THE SECURITIES
PURCHASE AGREEMENT.
(B)
THE COMPANY SHALL DELIVER TO THE PURCHASER, AND FILE WITH THE SEC
(I) ITS RESTATED ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEARS ENDED
DECEMBER 31, 2003 AND DECEMBER 31, 2004 AND (II) ITS RESTATED QUARTERLY REPORTS
ON FORM 10-Q FOR THE FISCAL QUARTERS ENDED MARCH 31, 2005 AND JUNE 30, 2005
(COLLECTIVELY, THE "RESTATED SEC REPORTS"), IN EACH CASE, NO LATER THAN
SEPTEMBER 15, 2005.
EACH RESTATED SEC REPORT WILL BE, AT THE TIME OF ITS
FILING, IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM
AND NONE OF THE RESTATED SEC REPORTS, NOR THE FINANCIAL STATEMENTS (AND THE
NOTES THERETO) INCLUDED IN THE RESTATED SEC REPORTS, AS OF THEIR RESPECTIVE
FILING DATES, WILL CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR WILL OMIT
TO STATE A MATERIAL
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FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE
FINANCIAL STATEMENTS OF THE COMPANY TO BE INCLUDED IN THE RESTATED SEC REPORTS
WILL COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE COMMISSION OR OTHER
APPLICABLE RULES AND REGULATIONS WITH RESPECT THERETO.
SUCH FINANCIAL
STATEMENTS SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP") APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED
(EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE
NOTES THERETO OR (II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT
THEY MAY NOT INCLUDE FOOTNOTES OR MAY BE CONDENSED) AND SHALL FAIRLY PRESENT IN
ALL MATERIAL RESPECTS THE FINANCIAL CONDITION, THE RESULTS OF OPERATIONS AND THE
CASH FLOWS OF THE COMPANY AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, AS OF,
AND FOR, THE PERIODS PRESENTED IN EACH SUCH RESTATED SEC REPORT.
(C)
THE FINANCIAL STATEMENTS TO BE INCLUDED IN EACH RESTATED SEC
REPORT SHALL BE APPROVED, AND DECLARED FINAL, BY THE AUDITORS OF THE COMPANY THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY, IN EACH BY NO LATER
THAN AUGUST 16, 2005 AND APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY BY NO
LATER THAN AUGUST 17, 2005.
EACH SUCH FINANCIAL STATEMENT SHALL BE DELIVERED TO
THE PURCHASER WITHIN TWO (2) BUSINESS DAYS OF SUCH FINAL APPROVAL AND
DECLARATION, AS THE CASE MAY BE.
(D)
THE COMMON STOCK IS LISTED FOR TRADING ON THE AMERICAN STOCK
EXCHANGE AND SATISFIES ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING,
EXCEPT AS DISCLOSED IN THE SEC REPORTS (AS DEFINED IN THE SECURITIES PURCHASE
AGREEMENT).
(E)
THE COMPANY SHALL