ANY
OF ITS OR ITS SUBSIDIARIES' EQUITY SECURITIES.
(E)
FINANCIAL INFORMATION.
SO LONG AS ANY NOTES ARE OUTSTANDING, THE
COMPANY AGREES TO SEND THE FOLLOWING TO EACH INVESTOR 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 ON FORM
10-K, 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 AND (II)
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.
(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 THEN LISTED (SUBJECT TO OFFICIAL NOTICE OF
ISSUANCE) AND SHALL MAINTAIN 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 THE CLOSING, THE COMPANY
SHALL PAY A NON-ACCOUNTABLE EXPENSE ALLOWANCE OF $75,000 (OF WHICH $20,000 HAS
BEEN PAID) TO HIGHBRIDGE INTERNATIONAL LLC, (A BUYER) OR ITS DESIGNEE(S) (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 (OTHER
THAN FOR PERSONS ENGAGED BY ANY BUYER) RELATING TO OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
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)
16
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,
SUBJECT TO APPLICABLE LAWS, RULES AND REGULATIONS, 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