AVAILABLE TO THE STOCKHOLDERS.
F.
RESERVATION OF SHARES.
THE COMPANY SHALL TAKE ALL ACTION
NECESSARY TO AT ALL TIMES HAVE AUTHORIZED, AND RESERVED FOR THE PURPOSE OF
ISSUANCE, NO LESS THAN 200% OF THE NUMBER OF SHARES OF COMMON STOCK NEEDED TO
PROVIDE FOR ISSUANCE OF THE CONVERSION SHARES UPON CONVERSION OF ALL OUTSTANDING
NOTES (WITHOUT REGARD TO ANY LIMITATIONS ON CONVERSION THEREOF) AND NO LESS THAN
150% OF THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
ALL OUTSTANDING WARRANTS (WITHOUT REGARD TO ANY LIMITATIONS ON EXERCISE
THEREOF).
G.
LISTING.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO
TAKE ALL ACTIONS NECESSARY TO REMAIN ELIGIBLE FOR QUOTATION OF ITS SECURITIES ON
NASDAQ'S OTC BULLETIN BOARD AND TO CAUSE ALL OF THE REGISTRABLE SECURITIES (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) COVERED BY A REGISTRATION
STATEMENT (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) TO BE QUOTED
THEREON, UNLESS LISTED ON THE AMEX OR ANOTHER NATIONALLY RECOGNIZED STOCK
EXCHANGE OR NASDAQ.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO SECURE
THE LISTING OF THE COMMON STOCK ON THE AMEX AS PROMPTLY AS PRACTICABLE AFTER THE
DATE OF THIS AGREEMENT.
THE COMPANY SHALL PROMPTLY SECURE THE LISTING OF ALL OF
THE REGISTRABLE SECURITIES UPON EACH NATIONAL SECURITIES EXCHANGE AND AUTOMATED
QUOTATION SYSTEM, IF ANY, UPON WHICH SHARES OF COMMON STOCK ARE THEN LISTED
(SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN, SO LONG AS ANY
OTHER SHARES OF COMMON STOCK SHALL BE SO LISTED, SUCH LISTING OF ALL REGISTRABLE
SECURITIES FROM TIME TO TIME ISSUABLE UNDER THE TERMS OF THE TRANSACTION
DOCUMENTS.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL TAKE ANY
ACTION WHICH WOULD BE REASONABLY EXPECTED TO RESULT IN THE SUSPENSION OR
TERMINATION OF TRADING 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(G).
H.
EXPENSES.
SUBJECT TO SECTION 10(K) BELOW, AT THE CLOSING, THE
COMPANY SHALL PAY OR REIMBURSE THE FEES, COSTS AND EXPENSES (INCLUDING ALL LEGAL
FEES AND EXPENSES) OF EACH PURCHASER INCURRED IN CONNECTION WITH THE DUE
DILIGENCE,
25
negotiating and preparing the Transaction Documents and consummating the
transactions contemplated hereby and thereby.
The amount payable to each
Purchaser pursuant to the preceding sentence at the Closing shall be withheld as
an off-set by such Purchaser from its Purchase Price to be paid by it at the
Closing.
I.
DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION.
CONTEMPORANEOUS WITH OR PRIOR TO THE EARLIER OF (I) THE COMPANY'S FIRST PUBLIC
ANNOUNCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND (II) 8:00 A.M.
(NEW YORK CITY TIME) ON THE SECOND (2ND) BUSINESS DAY FOLLOWING THE CLOSING
DATE, THE COMPANY SHALL FILE A FORM 8-K WITH THE SEC DESCRIBING THE TERMS OF THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND INCLUDING AS EXHIBITS
TO SUCH FORM 8-K THIS AGREEMENT (INCLUDING THE SCHEDULES HERETO), THE FORM OF
NOTE, THE REGISTRATION RIGHTS AGREEMENT, THE FORM OF WARRANT, THE
COLLATERAL