OR TO TERMINATE OR SUSPEND ITS REPORTING
AND FILING OBLIGATIONS UNDER THE EXCHANGE ACT OR SECURITIES ACT, EXCEPT AS
PERMITTED HEREIN. THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS
TO CONTINUE THE LISTING OF ITS COMMON STOCK ON THE AMERICAN STOCK EXCHANGE OR
ANY SUCCESSOR MARKET. THE COMPANY WILL PROMPTLY FILE THE "LISTING APPLICATION"
FOR, OR IN CONNECTION WITH, THE ISSUANCE AND DELIVERY OF THE SECURITIES.
SECTION 3.3
INSPECTION RIGHTS. IN THE EVENT
THE REGISTRATION STATEMENT (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) IS
NOT EFFECTIVE OR HAS BEEN SUSPENDED, AND SUBJECT TO THE PURCHASER SIGNING A
MUTUALLY AGREEABLE NON-DISCLOSURE AGREEMENT AND AGREEING NOT TO SELL ANY OF ITS
SECURITIES IF IT OBTAINS MATERIAL NON-PUBLIC INFORMATION, THE COMPANY SHALL,
SUBJECT TO SECTION 3.9, PERMIT, DURING NORMAL BUSINESS HOURS AND UPON REASONABLE
REQUEST AND REASONABLE NOTICE, A PURCHASER OR ANY EMPLOYEES, AGENTS OR
REPRESENTATIVES THEREOF, SO LONG AS A PURCHASER SHALL BE OBLIGATED HEREUNDER TO
PURCHASE THE SHARES OR SHALL BENEFICIALLY OWN THE SHARES, OR SHALL OWN WARRANT
SHARES OR THE WARRANTS OR AIR SHARES WHICH, IN THE AGGREGATE, REPRESENT MORE
THAN TWO PERCENT (2%) OF THE TOTAL COMBINED VOTING POWER OF ALL VOTING
SECURITIES THEN OUTSTANDING, TO EXAMINE AND MAKE REASONABLE COPIES OF AND
EXTRACTS FROM THE RECORDS AND BOOKS OF ACCOUNT OF, AND VISIT AND INSPECT, DURING
THE TERM OF THE WARRANTS, THE PROPERTIES, ASSETS, OPERATIONS AND BUSINESS OF THE
COMPANY AND ANY SUBSIDIARY, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
THE COMPANY AND ANY SUBSIDIARY WITH ANY OF ITS OFFICERS, CONSULTANTS, DIRECTORS,
AND KEY EMPLOYEES.
SECTION 3.4
COMPLIANCE WITH LAWS. THE
COMPANY SHALL COMPLY, AND CAUSE EACH SUBSIDIARY TO COMPLY, WITH ALL APPLICABLE
LAWS, RULES, REGULATIONS AND ORDERS, THE NONCOMPLIANCE WITH WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 3.5
KEEPING OF RECORDS AND BOOKS OF
ACCOUNT. THE COMPANY SHALL KEEP AND CAUSE EACH SUBSIDIARY TO KEEP ADEQUATE
RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES WILL BE MADE IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, REFLECTING ALL FINANCIAL TRANSACTIONS
OF THE COMPANY AND ITS SUBSIDIARIES, AND IN WHICH, FOR EACH FISCAL YEAR, ALL
PROPER RESERVES FOR DEPRECIATION, DEPLETION, OBSOLESCENCE, AMORTIZATION, TAXES,
BAD DEBTS AND OTHER PURPOSES IN CONNECTION WITH ITS BUSINESS SHALL BE MADE.
SECTION 3.6
REPORTING REQUIREMENTS. THE
COMPANY, ONLY TO THE EXTEND NOT INCLUDED IN A COMMISSION DOCUMENT PUBLICLY FILED
AND AVAILABLE FOR PUBLIC ACCESS, SHALL FURNISH TWO (2) COPIES OF THE FOLLOWING
TO EACH PURCHASER IN A TIMELY MANNER SO LONG AS THAT PURCHASER SHALL BE
OBLIGATED HEREUNDER TO PURCHASE THE SHARES OR SHALL BENEFICIALLY OWN THE SHARES,
AIRS OR WARRANTS, OR SHALL OWN WARRANT SHARES OR AIR SHARES WHICH, IN THE
AGGREGATE, REPRESENT MORE THAN ONE PERCENT (1%) OF THE TOTAL COMBINED VOTING
POWER OF ALL VOTING SECURITIES THEN OUTSTANDING:
15
(A)
QUARTERLY REPORTS FILED WITH THE COMMISSION
ON FORM 10-Q AS SOON AS AVAILABLE, AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS
AFTER THE END OF EACH OF THE FIRST THREE (3) FISCAL QUARTERS OF THE COMPANY, BUT