THE
UNITED STATES (OR TO OBTAIN AN EXEMPTION FROM SUCH QUALIFICATION), AND SHALL
PROVIDE EVIDENCE OF ANY SUCH ACTION SO TAKEN TO THE BUYERS ON OR PRIOR TO THE
CLOSING DATE.
THE COMPANY SHALL MAKE ALL FILINGS AND REPORTS RELATING TO THE
OFFER AND SALE OF THE SECURITIES REQUIRED UNDER APPLICABLE SECURITIES OR "BLUE
SKY" LAWS OF THE STATES OF THE UNITED STATES FOLLOWING THE CLOSING DATE.
(C)
REPORTING STATUS.
EXCEPT AS SET FORTH IN
SECTION 5 OF THE NOTES, UNTIL THE DATE ON WHICH THE INVESTORS (AS DEFINED IN THE
REGISTRATION RIGHTS AGREEMENT) SHALL HAVE SOLD ALL THE CONVERSION SHARES AND
INTEREST SHARES AND NONE OF THE NOTES IS OUTSTANDING (THE "REPORTING PERIOD"),
THE COMPANY SHALL FILE ALL REPORTS REQUIRED TO BE FILED WITH THE SEC PURSUANT TO
THE 1934 ACT, AND THE COMPANY SHALL NOT TERMINATE ITS STATUS AS AN ISSUER
REQUIRED TO FILE REPORTS UNDER THE 1934 ACT EVEN IF THE 1934 ACT OR THE RULES
AND REGULATIONS THEREUNDER WOULD OTHERWISE PERMIT SUCH TERMINATION.
(D)
USE OF PROCEEDS.
THE COMPANY WILL USE THE
PROCEEDS FROM THE SALE OF THE SECURITIES FOR WORKING CAPITAL PURPOSES AND NOT
FOR THE (I) REPAYMENT OF ANY OUTSTANDING INDEBTEDNESS OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR (II) REDEMPTION OR REPURCHASE OF ANY OF ITS EQUITY
SECURITIES.
(E)
FINANCIAL INFORMATION.
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, ITS QUARTERLY
REPORTS ON FORM 10-Q, 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 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
17
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
BANKING INSTITUTIONS 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 SHARES OF COMPANY COMMON STOCK
ARE THEN LISTED (SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN, SO
LONG AS ANY OTHER SHARES OF COMPANY COMMON STOCK SHALL BE SO LISTED, SUCH
LISTING OF ALL REGISTRABLE SECURITIES FROM TIME TO TIME ISSUABLE UNDER THE TERMS
OF THE TRANSACTION DOCUMENTS.
THE COMPANY SHALL MAINTAIN THE COMPANY COMMON
STOCK'S AUTHORIZATION FOR QUOTATION ON THE PRINCIPAL MARKET.
NEITHER THE
COMPANY NOR ANY OF