ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON ITS PROPERTIES OR UPON THE INCOME OR
PROFITS THEREFROM (IN EACH CASE BEFORE THE SAME BECOME DELINQUENT AND BEFORE
PENALTIES ACCRUE THEREON), UNLESS THE SAME ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND ADEQUATE RESERVES IN ACCORDANCE WITH GAAP, ARE BEING
MAINTAINED BY THE COMPANY;
(E)
AT ALL TIMES CAUSE TO BE DONE ALL THINGS NECESSARY TO MAINTAIN,
PRESERVE AND RENEW ITS CORPORATE EXISTENCE AND ALL MATERIAL LICENSES,
AUTHORIZATIONS AND PERMITS NECESSARY TO THE CONDUCT OF ITS BUSINESSES;
(F)
MAINTAIN, PROTECT AND ENFORCE, AND NOT PERMIT THE LOSS, LAPSE OR
ABANDONMENT OF, ANY COMPANY INTELLECTUAL PROPERTY (OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS WITH RESPECT TO INTELLECTUAL PROPERTY NOT MATERIAL TO THE
BUSINESS OF ANY COMPANY GROUP MEMBER); PROVIDED, HOWEVER, THAT THE FOREGOING IS
NOT INTENDED TO RESTRICT THE COMPANY FROM ENTERING INTO A PLEDGE OF THE COMPANY
INTELLECTUAL PROPERTY OR SELLING FOR VALUE A PORTION OF THE COMPANY INTELLECTUAL
PROPERTY, IF SUCH ACTIVITIES WOULD OTHERWISE BE PERMITTED HEREUNDER);
(G)
COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS OF ALL
GOVERNMENT AGENCIES, THE VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT;
(H)
MAINTAIN PROPER BOOKS OF RECORD AND ACCOUNT WHICH PRESENT FAIRLY
IN ALL MATERIAL RESPECTS THE COMPANY'S FINANCIAL CONDITION ON A CONSOLIDATED
BASIS AND RESULTS OF OPERATIONS AND MAKE PROVISIONS ON ITS FINANCIAL STATEMENTS
FOR ALL SUCH PROPER RESERVES AS IN EACH CASE ARE REQUIRED IN ACCORDANCE WITH
GAAP;
(I)
RESERVE AND KEEP AVAILABLE OUT OF THE COMPANY'S AUTHORIZED BUT
UNISSUED SHARES OF COMMON STOCK, SOLELY FOR THE PURPOSES OF ISSUANCE UPON
CONVERSION OF THE SERIES D SHARES AND EXERCISE OF THE WARRANTS, SUCH NUMBER OF
SHARES OF COMMON STOCK AS ARE ISSUABLE UPON THE CONVERSION OF ALL OUTSTANDING
SHARES OF THE SERIES D SHARES OR EXERCISE OF THE WARRANTS.
ALL SHARES OF COMMON
STOCK WHICH ARE SO ISSUABLE SHALL, WHEN ISSUED, BE DULY AND VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE AND FREE FROM ALL TAXES AND LIENS, OTHER THAN LIENS
CREATED BY THE HOLDER.
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
ASSURE THAT ALL SUCH
35
SHARES OF COMMON STOCK MAY BE SO ISSUED WITHOUT VIOLATION OF ANY APPLICABLE LAW
OR GOVERNMENTAL REGULATION OR ANY REQUIREMENTS OF ANY DOMESTIC SECURITIES
EXCHANGE UPON WHICH SHARES OF COMMON STOCK MAY BE LISTED (EXCEPT FOR OFFICIAL
NOTICE OF ISSUANCE WHICH SHALL BE IMMEDIATELY DELIVERED BY THE COMPANY UPON EACH
SUCH ISSUANCE AND EXCLUDING THE FILING OF ANY REGISTRATION STATEMENT WITH THE
SEC UNLESS THE COMPANY IS CONTRACTUALLY OR OTHERWISE REQUIRED TO FILE ANY SUCH
REGISTRATION STATEMENT); AND
(J)
USE ITS BEST EFFORTS TO AT ALL TIMES FILE ALL REPORTS (INCLUDING
ANNUAL REPORTS, QUARTERLY REPORTS AND THE INFORMATION, DOCUMENTATION AND OTHER
REPORTS) REQUIRED TO BE FILED BY THE COMPANY UNDER THE EXCHANGE ACT AND SECTIONS
13 AND 15 OF THE RULES AND REGULATIONS ADOPTED BY THE SEC THEREUNDER, AND THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO FILE EACH OF SUCH REPORTS ON