CONVERSION SHARES, THE COMMON SHARES AND THE WARRANT
SHARES FOR RESALE BY THE BUYERS ON FORM S-3 AND AT ALL TIMES THE COMPANY SHALL
CONDUCT ITS BUSINESS IN ACCORDANCE WITH APPLICABLE LAW.
(D)
USE OF PROCEEDS. THE COMPANY WILL USE THE
PROCEEDS FROM THE SALE OF THE SECURITIES FOR THE REPAYMENT OF DEBT, WORKING
CAPITAL AND GENERAL CORPORATE PURPOSES, AND NOT FOR THE REDEMPTION OR REPURCHASE
OF ANY OF ITS OR ITS SUBSIDIARIES' EQUITY SECURITIES.
(E)
FINANCIAL INFORMATION. THE COMPANY AGREES
TO SEND THE FOLLOWING TO EACH INVESTOR (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) 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 AND QUARTERLY REPORTS ON FORM 10-K, 10-KSB, 10-Q OR 10-QSB, ANY
INTERIM REPORTS OR ANY CONSOLIDATED BALANCE SHEETS, INCOME STATEMENTS,
STOCKHOLDERS' EQUITY STATEMENTS AND/OR CASH FLOW STATEMENTS FOR ANY PERIOD OTHER
THAN ANNUAL, 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 AND (II)
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 A SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL
BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY LAW TO REMAIN
CLOSED.
18
(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 THE COMMON STOCK IS THEN LISTED
(SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN SUCH LISTING OF ALL
REGISTRABLE SECURITIES FROM TIME TO TIME ISSUABLE UNDER THE TERMS OF THE
TRANSACTION DOCUMENTS.
THE COMPANY SHALL MAINTAIN THE COMMON STOCKS'
AUTHORIZATION FOR QUOTATION ON THE PRINCIPAL MARKET OR ANY ELIGIBLE 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
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.
THE COMPANY SHALL PAY OR REIMBURSE
SCHULTE ROTH & ZABEL LLP OR ITS DESIGNEE(S) (IN ADDITION TO ANY OTHER EXPENSE
AMOUNTS PAID TO ANY BUYER PRIOR TO THE DATE OF THIS AGREEMENT) FOR ALL
REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS (INCLUDING ALL REASONABLE LEGAL FEES
AND DISBURSEMENTS IN CONNECTION THEREWITH, DOCUMENTATION AND IMPLEMENTATION OF
THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND DUE DILIGENCE IN
CONNECTION THEREWITH), WHICH AMOUNT SHALL BE NON-ACCOUNTABLE AND PAID BY THE
COMPANY AT CLOSING OR UPON TERMINATION OF THIS AGREEMENT.
THE COMPANY SHALL BE
RESPONSIBLE FOR