SUCH TERMINATION.
16
(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 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 ITS SUBSIDIARIES SHALL TAKE
ANY ACTION WHICH WOULD BE REASONABLY EXPECTED TO RESULT IN THE DELISTING OR
SUSPENSION OF THE COMPANY 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 AN
EXPENSE ALLOWANCE OF $117,000 TO SMITHFIELD FIDUCIARY 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) FOR REIMBURSEMENT OF REASONABLE LEGAL AND DUE
DILIGENCE EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE TRANSACTION DOCUMENTS, 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 OR BROKER'S COMMISSIONS RELATING TO OR ARISING OUT
OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY FEES
OR COMMISSIONS PAYABLE TO THE AGENT.
THE COMPANY