OR WARRANTS ARE
OUTSTANDING, THE COMPANY AGREES TO SEND THE FOLLOWING TO EACH INVESTOR (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) DURING THE REPORTING PERIOD (I)
UNLESS THE FOLLOWING ARE FILED WITH THE SEC THROUGH EDGAR AND ARE AVAILABLE TO
THE PUBLIC THROUGH THE EDGAR SYSTEM, WITHIN ONE (1) BUSINESS DAY AFTER THE
FILING THEREOF WITH THE SEC, A COPY OF ITS ANNUAL REPORTS AND QUARTERLY REPORTS
ON FORM 10-K, 10-KSB, 10-Q OR 10-QSB, ANY INTERIM REPORTS OR ANY CONSOLIDATED
BALANCE SHEETS, INCOME STATEMENTS, STOCKHOLDERS' EQUITY STATEMENTS AND/OR CASH
FLOW STATEMENTS FOR ANY PERIOD OTHER THAN ANNUAL, ANY CURRENT REPORTS ON FORM
8-K AND ANY REGISTRATION STATEMENTS (OTHER THAN ON FORM S-8) OR AMENDMENTS FILED
PURSUANT TO THE 1933 ACT, (II) ON THE SAME DAY AS THE RELEASE THEREOF, FACSIMILE
OR E-MAILED COPIES OF ALL PRESS RELEASES ISSUED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES, AND (III) 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; PROVIDED, THAT EACH SUCH INVESTOR PROVIDES TO THE COMPANY AN EMAIL
ADDRESS ON THE SCHEDULE OF BUYERS FOR THE PROVISION OF SUCH INFORMATION.
AS
USED HEREIN, "BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR OTHER
DAY ON WHICH COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED
BY LAW TO REMAIN CLOSED.
(F)
LISTING.
THE COMPANY SHALL PROMPTLY SECURE THE LISTING OF ALL OF
THE REGISTRABLE SECURITIES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT)
UPON EACH NATIONAL SECURITIES EXCHANGE AND AUTOMATED QUOTATION SYSTEM, IF ANY,
UPON WHICH THE COMMON STOCK IS
18
THEN LISTED (SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN, IN
ACCORDANCE WITH THE NOTES AND WARRANTS, SUCH LISTING OF ALL REGISTRABLE
SECURITIES FROM TIME TO TIME ISSUABLE UNDER THE TERMS OF THE TRANSACTION
DOCUMENTS.
THE COMPANY SHALL MAINTAIN THE COMMON STOCKS' AUTHORIZATION FOR
QUOTATION ON THE PRINCIPAL MARKET.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL TAKE ANY ACTION WHICH WOULD BE REASONABLY EXPECTED TO RESULT
IN THE DELISTING OR SUSPENSION OF THE COMMON STOCK ON THE PRINCIPAL MARKET.
THE
COMPANY SHALL PAY ALL FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS
OBLIGATIONS UNDER THIS SECTION 4(F).
(G)
FEES.
SUBJECT TO SECTION 8 BELOW, AT CLOSING, THE COMPANY SHALL
PAY AN EXPENSE ALLOWANCE TO CAPITAL VENTURES INTERNATIONAL (A BUYER) OR ITS
DESIGNEE(S) (IN ADDITION TO ANY OTHER EXPENSE AMOUNTS PAID TO ANY BUYER PRIOR TO
THE DATE OF THIS AGREEMENT) FOR ALL REASONABLE COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS
(INCLUDING ALL REASONABLE LEGAL FEES AND DISBURSEMENTS IN CONNECTION THEREWITH,
DOCUMENTATION AND IMPLEMENTATION OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS AND DUE DILIGENCE IN CONNECTION THEREWITH), IN AN AMOUNT
NOT TO EXCEED $120,000
(IN ADDITION TO ANY OTHER EXPENSE AMOUNTS PAID TO ANY
BUYER PRIOR TO THE DATE OF THIS AGREEMENT), WHICH AMOUNT SHALL BE WITHHELD BY
SUCH BUYER FROM ITS PURCHASE PRICE AT