ACT
EVEN IF THE 1934 ACT OR THE RULES AND REGULATIONS THEREUNDER WOULD NO LONGER
REQUIRE OR OTHERWISE PERMIT SUCH TERMINATION, AND (C) SHALL TAKE ALL ACTIONS
NECESSARY TO MAINTAIN ITS ELIGIBILITY TO REGISTER THE COMMON SHARES FOR RESALE
BY THE HOLDERS ON FORM S-1.
(D)
USE OF PROCEEDS. THE COMPANY WILL USE THE PROCEEDS FROM THE
SALE OF THE COMMON SHARES SOLELY FOR GENERAL CORPORATE PURPOSES AND TO SATISFY
ALL FEES AND EXPENSES RELATED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREUNDER, INCLUDING
REIMBURSEMENT TO THE BUYER OR ITS DESIGNEE(S) FOR ITS REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES SOLELY AS SET FORTH IN SECTION 4(G).
(E)
FINANCIAL INFORMATION. THE COMPANY AGREES TO SEND THE
FOLLOWING TO EACH DIRECTOR DESIGNEE DURING THE REPORTING PERIOD (I) UNLESS THE
FOLLOWING ARE FILED WITH THE SEC THROUGH THE EDGAR SYSTEM AND ARE AVAILABLE TO
THE PUBLIC THROUGH THE EDGAR SYSTEM, WITHIN THREE (3) BUSINESS DAYS (AS DEFINED
BELOW) AFTER THE FILING THEREOF WITH THE SEC, A COPY OF ITS ANNUAL REPORTS ON
FORM 10-K, ANY QUARTERLY REPORTS ON FORM 10-Q, ANY CURRENT REPORTS ON FORM 8-K
(OR ANY ANALOGOUS REPORTS UNDER THE 1934 ACT) AND ANY REGISTRATION STATEMENTS
(OTHER THAN ON FORM S-8) OR AMENDMENTS FILED PURSUANT TO THE 1933 ACT, (II)
WITHIN ONE (1) BUSINESS DAY OF THE RELEASE THEREOF, E-MAILED COPIES OF ALL PRESS
RELEASES ISSUED BY THE COMPANY, AND (III) COPIES OF ANY NOTICES AND OTHER
INFORMATION MADE AVAILABLE OR GIVEN TO THE SHAREHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING THEREOF TO THE
SHAREHOLDERS. FOR PURPOSES OF THIS AGREEMENT, "BUSINESS DAY" MEANS ANY DAY OTHER
THAN A SATURDAY, A SUNDAY OR A DAY ON WHICH BANKS IN THE STATE OF NEW YORK
GENERALLY ARE CLOSED FOR REGULAR BANKING BUSINESS.
(F)
LISTING. THE COMPANY SHALL PROMPTLY SECURE THE LISTING OR
QUOTATION OF ALL OF THE REGISTRABLE SECURITIES UPON EACH NATIONAL SECURITIES
EXCHANGE AND AUTOMATED QUOTATION SYSTEM, IF ANY, UPON WHICH THE COMMON STOCK IS
THEN LISTED (SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) OR QUOTED AND SHALL
MAINTAIN SUCH LISTING OR QUOTATION OF ALL REGISTRABLE SECURITIES FROM TIME TO
TIME ISSUABLE UNDER THE TERMS OF THE TRANSACTION DOCUMENTS (UNLESS OTHERWISE
WAIVED BY THE BUYER OR ITS AFFILIATES).
DURING THE REPORTING PERIOD (UNLESS
OTHERWISE WAIVED BY THE BUYER OR ITS AFFILIATES), THE COMPANY SHALL MAINTAIN THE
AUTHORIZATION FOR QUOTATION OR THE LISTING OF THE COMMON STOCK, AS APPLICABLE,
ON THE OTC MARKETS GROUP QUOTATION SYSTEM, THE OTC BULLETIN BOARD OR ANY
NATIONAL SECURITIES EXCHANGE OR OTHER AUTOMATED QUOTATION SYSTEM.
NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL TAKE ANY ACTION WHICH WOULD BE
REASONABLY EXPECTED TO RESULT IN THE COMMON STOCK CEASING TO BE QUOTED ON, OR
BEING SUSPENDED FROM, THE OTC MARKETS GROUP QUOTATION SYSTEM.
THE COMPANY SHALL
PAY ALL FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS OBLIGATIONS UNDER
THIS SECTION 4(F).
20
(G)
FEES. THE COMPANY SHALL REIMBURSE THE BUYER OR ITS DESIGNEE(S)
FOR ONE HUNDRED TWENTY-FIVE