INFORMATION MADE AVAILABLE OR GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING THEREOF TO THE
STOCKHOLDERS.
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
17
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 PORTSIDE GROWTH AND 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) 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 $45,000
(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 THE CLOSING.
THE COMPANY SHALL BE
RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT AGENT'S FEES, FINANCIAL ADVISORY
FEES, OR BROKER'S COMMISSIONS RELATING TO OR ARISING OUT OF THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY FEES PAYABLE TO THE
AGENT.
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.
(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 OR ANY OTHER TRANSACTION
DOCUMENT,