COMMON STOCK IS THEN LISTED
(SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN, SO LONG AS ANY
OTHER SHARES OF COMMON STOCK SHALL BE SO LISTED AND IN ACCORDANCE WITH THE
NOTES, WARRANTS AND ADDITIONAL INVESTMENT RIGHTS, 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; PROVIDED, HOWEVER, THAT THE COMPANY MAKES NO COVENANT REGARDING THE
TRADING PRICE OF THE COMMON STOCK.
THE COMPANY
17
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 THE
CLOSING, THE COMPANY SHALL PAY AN EXPENSE ALLOWANCE TO PORTSIDE GROWTH &
OPPORTUNITY FUND (A BUYER) OR ITS DESIGNEE(S) (IN ADDITION TO ANY OTHER EXPENSE
AMOUNTS PAID TO ANY BUYER PRIOR TO THE DATE OF THIS AGREEMENT) TO COVER EXPENSES
REASONABLY INCURRED BY PORTSIDE GROWTH & OPPORTUNITY FUND OR ANY PROFESSIONALS
ENGAGED BY PORTSIDE GROWTH & OPPORTUNITY FUND IN RELATION TO DUE DILIGENCE AND
INVESTMENT DOCUMENTATION, IN AN AMOUNT NOT TO EXCEED $100,000, WHICH AMOUNT
SHALL BE WITHHELD BY SUCH BUYER FROM ITS PURCHASE PRICE AT THE CLOSING.
THE
COMPANY SHALL ALSO REIMBURSE PORTSIDE GROWTH & OPPORTUNITY FUND FOR THE COSTS OF
PERFORMING UCC, TAX AND JUDGMENT LIEN SEARCHES AND SEARCHES WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE, IN AN AMOUNT NOT TO EXCEED $3,000, WHICH
COSTS SHALL NOT BE DEDUCTED FROM THE EXPENSE REIMBURSEMENT SET FORTH IN THE
IMMEDIATELY PRECEDING SENTENCE.
THE COMPANY SHALL BE RESPONSIBLE FOR THE
PAYMENT OF ANY PLACEMENT AGENT'S FEES, FINANCIAL ADVISORY FEES, OR BROKER'S
COMMISSIONS (OTHER THAN FOR PERSONS ENGAGED BY ANY BUYER) RELATING TO OR ARISING
OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY
FEES OR COMMISSIONS PAYABLE TO THE AGENTS.
THE COMPANY SHALL PAY, AND HOLD EACH
BUYER HARMLESS AGAINST, ANY LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEY'S FEES AND OUT OF POCKET EXPENSES) ARISING IN
CONNECTION WITH ANY CLAIM RELATING TO ANY SUCH PAYMENT.
EXCEPT AS OTHERWISE SET
FORTH IN THE TRANSACTION DOCUMENTS, EACH PARTY TO THIS AGREEMENT SHALL BEAR ITS
OWN EXPENSES IN CONNECTION WITH THE SALE OF THE SECURITIES TO THE BUYERS.
(H)
PLEDGE OF SECURITIES.
THE COMPANY
ACKNOWLEDGES AND AGREES THAT THE SECURITIES MAY BE PLEDGED BY AN INVESTOR (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) IN CONNECTION WITH A BONA FIDE
MARGIN AGREEMENT OR OTHER LOAN OR FINANCING ARRANGEMENT THAT IS SECURED BY THE
SECURITIES.
THE PLEDGE OF SECURITIES SHALL NOT BE DEEMED TO BE A TRANSFER, SALE
OR ASSIGNMENT OF THE SECURITIES HEREUNDER, AND NO INVESTOR EFFECTING A PLEDGE OF
SECURITIES SHALL BE REQUIRED TO PROVIDE THE COMPANY WITH ANY NOTICE THEREOF OR
OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO THIS AGREEMENT