Agreement in any material respect that could reasonably be expected
to hinder or delay the consummation of this transactions contemplated by this
Agreement.
The Company agrees and covenants, subject to the performance by the
other parties hereto of their obligations under this Agreement, to comply with
the terms of the Exchange Agreement and otherwise to use its best efforts to
cause the consummation of the transactions contemplated by the Exchange
Agreement.
E.
Reservation of Conversion Shares.
After the Closing and for so
long as Shares are outstanding, the Company covenants and agrees to continue to
reserve, free of preemptive rights and other preferential rights, a sufficient
number of its previously authorized but unissued shares of its Common Stock to
satisfy the rights of conversion of the holders of the Shares.
13
F.
Financial Information.
(1)
THE COMPANY AGREES TO SEND THE FOLLOWING TO EACH INVESTOR: (A)
UNLESS THE FOLLOWING ARE FILED WITH THE SEC THROUGH EDGAR AND ARE AVAILABLE TO
THE PUBLIC THROUGH EDGAR (IN WHICH CASE THE COMPANY WILL ENDEAVOR TO PROVIDE
E-MAIL OR OTHER NOTICE OF SUCH FILING), WITHIN TWO (2) DAYS AFTER THE FILING
THEREOF WITH THE SEC, A COPY OF ITS ANNUAL REPORTS ON FORM 10-K, ITS QUARTERLY
REPORTS ON FORM 10-Q, ANY CURRENT REPORTS ON FORM 8-K AND ANY REGISTRATION
STATEMENTS (OTHER THAN ON FORM S-8) OR AMENDMENTS FILED PURSUANT TO THE
SECURITIES ACT; (B) ON THE SAME DAY AS THE RELEASE THEREOF, COPIES OF ANY
NOTICES AND OTHER INFORMATION MADE AVAILABLE OR GIVEN TO THE STOCKHOLDERS OF THE
COMPANY GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING THEREOF
TO THE STOCKHOLDERS; AND (C) FROM TIME TO TIME, SUCH OTHER FINANCIAL DATA AND
INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES AS ANY INVESTOR MAY
REASONABLY REQUEST (SUBJECT TO APPROPRIATE CONFIDENTIALITY PROCEDURES).
(2)
THE COMPANY SHALL PERMIT EACH INVESTOR AND ITS DESIGNATED
REPRESENTATIVES, UPON REASONABLE NOTICE, TO VISIT AND INSPECT ANY OF THE
PROPERTIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, TO EXAMINE THE BOOKS OF
ACCOUNT OF THE COMPANY AND ITS SUBSIDIARIES (AND TO MAKE COPIES THEREOF AND
EXTRACTS THEREFROM), AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE
COMPANY AND ITS SUBSIDIARIES WITH, AND TO BE ADVISED AS TO THE SAME BY, THEIR
OFFICERS, ALL AT SUCH REASONABLE TIMES AND INTERVALS DURING NORMAL BUSINESS
HOURS AS ANY SUCH INVESTOR MAY REASONABLY REQUEST.
G.
Covenants Upon the Company No Longer Being a Reporting Company.
Commencing upon the date when the Company is no longer a reporting company under
the Exchange Act, the Company covenants and agrees to perform and observe each
of the following covenants and provisions.
(1)
INSPECTION.
PERMIT, UPON REASONABLE
REQUEST AND NOTICE, EACH OF THE INVESTORS OR ANY AGENTS OR REPRESENTATIVES
THEREOF, TO EXAMINE AND MAKE COPIES OF AND EXTRACTS FROM THE RECORDS AND BOOKS
OF ACCOUNT OF, AND VISIT AND INSPECT THE PROPERTIES OF THE COMPANY AND ANY
SUBSIDIARY, TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE COMPANY AND ANY
SUBSIDIARY WITH ANY OF ITS OFFICERS,