TO THE ISSUANCE OF SECURITIES UPON EXERCISE OR CONVERSION OF THE
COMPANY'S OPTIONS, WARRANTS OR OTHER CONVERTIBLE SECURITIES OUTSTANDING AS OF
THE DATE HEREOF OR TO THE GRANT OF ADDITIONAL OPTIONS OR WARRANTS, OR THE
ISSUANCE OF ADDITIONAL SECURITIES, UNDER ANY COMPANY STOCK OPTION OR RESTRICTED
STOCK PLAN APPROVED BY THE SHAREHOLDERS OF THE COMPANY.
E.
EXPENSES.
AT THE CLOSING, THE COMPANY SHALL REIMBURSE
BUYER FOR EXPENSES INCURRED BY THEM IN CONNECTION WITH THE NEGOTIATION,
PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER
AGREEMENTS TO BE EXECUTED IN CONNECTION HEREWITH ("DOCUMENTS"), INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' AND CONSULTANTS' FEES AND EXPENSES,
TRANSFER AGENT FEES, FEES FOR STOCK QUOTATION SERVICES, FEES RELATING TO ANY
AMENDMENTS OR MODIFICATIONS OF THE DOCUMENTS OR ANY CONSENTS OR WAIVERS OF
PROVISIONS IN THE DOCUMENTS, FEES FOR THE PREPARATION OF OPINIONS OF COUNSEL,
ESCROW FEES, AND COSTS OF RESTRUCTURING THE TRANSACTIONS CONTEMPLATED BY THE
DOCUMENTS.
WHEN POSSIBLE, THE COMPANY MUST PAY THESE FEES DIRECTLY, OTHERWISE
THE COMPANY MUST MAKE IMMEDIATE PAYMENT FOR REIMBURSEMENT TO THE BUYER FOR ALL
FEES AND EXPENSES IMMEDIATELY UPON WRITTEN NOTICE BY THE BUYER OR THE SUBMISSION
OF AN INVOICE BY THE BUYER NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
COMPANY'S OBLIGATION TO REIMBURSE BUYER' EXPENSES SHALL BE $2,500.
F.
FINANCIAL INFORMATION.
THE COMPANY AGREES TO SEND OR MAKE
AVAILABLE THE FOLLOWING REPORTS TO THE BUYER UNTIL THE BUYER TRANSFERS, ASSIGNS,
OR SELLS ALL OF THE SECURITIES: (I) WITHIN TEN (10) DAYS AFTER THE FILING WITH
THE SEC, A COPY OF ITS ANNUAL REPORT ON FORM 10-K ITS QUARTERLY REPORTS ON FORM
10-Q AND ANY CURRENT REPORTS ON FORM 8-K; (II) WITHIN ONE (1) DAY AFTER RELEASE,
COPIES OF ALL PRESS RELEASES ISSUED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES;
AND (III) CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING TO THE
SHAREHOLDERS OF THE COMPANY, COPIES OF ANY NOTICES OR OTHER INFORMATION THE
COMPANY MAKES AVAILABLE OR GIVES TO SUCH SHAREHOLDERS.
G.
AUTHORIZATION AND RESERVATION OF SHARES.
THE COMPANY SHALL
AT ALL TIMES HAVE AUTHORIZED, AND RESERVED FOR THE PURPOSE OF ISSUANCE, A
SUFFICIENT NUMBER OF SHARES OF COMMON STOCK TO PROVIDE FOR THE FULL CONVERSION
OR EXERCISE OF THE OUTSTANDING NOTE AND ISSUANCE OF THE CONVERSION SHARES IN
CONNECTION THEREWITH (BASED ON THE CONVERSION PRICE OF THE NOTE IN EFFECT FROM
TIME TO TIME) AND AS OTHERWISE REQUIRED BY THE NOTE.
THE COMPANY SHALL NOT
REDUCE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UPON
CONVERSION OF NOTE WITHOUT THE CONSENT OF THE BUYER.
THE COMPANY SHALL AT ALL
TIMES MAINTAIN THE NUMBER OF SHARES OF COMMON STOCK SO RESERVED FOR ISSUANCE AT
AN AMOUNT ("RESERVED AMOUNT") EQUAL TO FIVE TIMES THE NUMBER THAT IS THEN
ACTUALLY ISSUABLE UPON FULL CONVERSION OF THE NOTE AND ADDITIONAL NOTE (BASED ON
THE CONVERSION PRICE OF THE NOTE IN EFFECT FROM TIME TO TIME).
IF AT ANY TIME
THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED AND RESERVED FOR ISSUANCE
("AUTHORIZED AND RESERVED SHARES") IS BELOW THE RESERVED