FUTURE.
SUBJECT TO THE TERMS OF THE TRANSACTION
DOCUMENTS, THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION
AS THE PURCHASERS MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED FROM TIME
TO TIME TO ENABLE THE PURCHASERS TO SELL THE SHARES WITHOUT REGISTRATION UNDER
THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144
PROMULGATED UNDER THE SECURITIES ACT.
UPON THE REQUEST OF THE PURCHASERS, THE
COMPANY SHALL DELIVER TO THE PURCHASERS A WRITTEN CERTIFICATION OF A DULY
AUTHORIZED OFFICER AS TO WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS.
SECTION 3.3
INSPECTION RIGHTS.
THE COMPANY SHALL PERMIT, DURING
NORMAL BUSINESS HOURS AND UPON REASONABLE REQUEST AND REASONABLE NOTICE, EACH
PURCHASER OR ANY EMPLOYEES, AGENTS OR REPRESENTATIVES THEREOF, SO LONG AS SUCH
PURCHASER SHALL BENEFICIALLY OWN ANY PREFERRED SHARES, OR SHALL OWN CONVERSION
SHARES WHICH, IN THE AGGREGATE, REPRESENT MORE THAN 2% OF THE TOTAL COMBINED
VOTING POWER OF ALL VOTING SECURITIES THEN OUTSTANDING, FOR PURPOSES REASONABLY
RELATED TO SUCH PURCHASER'S INTERESTS AS A STOCKHOLDER TO EXAMINE AND MAKE
REASONABLE COPIES OF AND EXTRACTS FROM THE RECORDS AND BOOKS OF ACCOUNT OF, AND
VISIT AND INSPECT
15
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, 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.
IF THE COMMISSION CEASES MAKING
PERIODIC REPORTS FILED UNDER THE EXCHANGE ACT AVAILABLE VIA THE INTERNET, THEN
AT A PURCHASER'S REQUEST THE COMPANY SHALL FURNISH THE FOLLOWING TO SUCH
PURCHASER SO LONG AS SUCH PURCHASER SHALL BENEFICIALLY OWN ANY SHARES:
(A)
QUARTERLY REPORTS FILED WITH THE COMMISSION ON FORM 10-QSB AS SOON
AS PRACTICAL AFTER THE DOCUMENT IS FILED WITH THE COMMISSION, AND IN ANY EVENT
WITHIN FIVE (5) DAYS AFTER THE DOCUMENT IS FILED WITH THE COMMISSION;
(B)
ANNUAL REPORTS FILED WITH THE COMMISSION ON FORM 10-KSB AS SOON AS
PRACTICAL AFTER THE DOCUMENT IS FILED WITH THE COMMISSION, AND IN ANY EVENT
WITHIN FIVE (5) DAYS AFTER THE DOCUMENT IS FILED WITH THE COMMISSION; AND
(C)
COPIES OF ALL NOTICES AND INFORMATION, INCLUDING WITHOUT
LIMITATION NOTICES AND PROXY STATEMENTS IN CONNECTION WITH ANY MEETINGS, THAT
ARE PROVIDED TO HOLDERS OF SHARES OF COMMON STOCK, CONTEMPORANEOUSLY WITH THE
DELIVERY OF SUCH NOTICES OR INFORMATION TO SUCH HOLDERS OF