OTHER EQUITY COMPENSATION
REGISTERED ON FORM S-8.
(E)
USE OF PROCEEDS.
THE PROCEEDS RECEIVED BY THE COMPANY FROM THE
ISSUANCE AND SALE OF THE SECURITIES MAY NOT AND WILL NOT BE USED FOR ACCRUED AND
UNPAID OFFICER AND DIRECTOR SALARIES, PAYMENT OF FINANCING RELATED DEBT,
REDEMPTION OF OUTSTANDING NOTES OR EQUITY INSTRUMENTS OF THE COMPANY, LITIGATION
RELATED EXPENSES OR SETTLEMENTS, NOR NON-TRADE OBLIGATIONS OUTSTANDING ON A
CLOSING DATE.
(F)
DISCLOSURE OF TRANSACTION.
THE COMPANY SHALL ISSUE A PRESS
RELEASE DESCRIBING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY
(THE "PRESS RELEASE") AS SOON AS PRACTICABLE AFTER THE CLOSING DATE BUT IN NO
EVENT NOT LATER THAN 9:00 A.M. EASTERN TIME ON THE FIRST TRADING DAY FOLLOWING
THE CLOSING DATE.
THE COMPANY SHALL ALSO FILE WITH THE COMMISSION A CURRENT
REPORT ON FORM 8-K (THE "ANNOUNCEMENT 8-K") DESCRIBING THE MATERIAL TERMS OF THE
TRANSACTIONS CONTEMPLATED HEREBY (AND ATTACHING AS EXHIBITS THERETO THIS
AGREEMENT AND THE PRESS RELEASE) AS SOON AS PRACTICABLE FOLLOWING THE CLOSING
DATE BUT IN NO EVENT MORE THAN TWO (2) TRADING DAYS FOLLOWING THE CLOSING DATE,
WHICH PRESS RELEASE AND ANNOUNCEMENT 8-K SHALL BE SUBJECT TO PRIOR REVIEW AND
COMMENT BY THE PURCHASERS.
"TRADING DAY" MEANS ANY DAY DURING WHICH THE NASDAQ
CAPITAL MARKET SHALL BE OPEN FOR TRADING.
NO PURCHASER SHALL BE NAMED IN THE
PRESS RELEASE WITHOUT ITS CONSENT.
(G)
TAXES.
FROM THE DATE OF THIS AGREEMENT AND UNTIL TWO YEARS AFTER
THE EFFECTIVE DATE, THE COMPANY WILL PROMPTLY PAY AND DISCHARGE, OR CAUSE TO BE
PAID AND DISCHARGED, WHEN DUE AND PAYABLE, ALL LAWFUL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON THE INCOME, PROFITS, PROPERTY OR
BUSINESS OF THE COMPANY; PROVIDED, HOWEVER, THAT ANY SUCH TAX, ASSESSMENT,
CHARGE OR LEVY NEED NOT BE PAID IF THE VALIDITY THEREOF SHALL CURRENTLY BE
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND IF THE COMPANY SHALL HAVE
SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO, AND PROVIDED,
FURTHER, THAT THE COMPANY WILL PAY ALL SUCH TAXES, ASSESSMENTS, CHARGES OR
LEVIES FORTHWITH UPON THE COMMENCEMENT OF PROCEEDINGS TO FORECLOSE ANY LIEN
WHICH MAY HAVE ATTACHED AS SECURITY THEREFORE.
(H)
INSURANCE.
FROM THE DATE OF THIS AGREEMENT AND UNTIL TWO YEARS
AFTER THE EFFECTIVE DATE, THE COMPANY WILL KEEP ITS ASSETS WHICH ARE OF AN
INSURABLE CHARACTER INSURED BY FINANCIALLY SOUND AND REPUTABLE INSURERS AGAINST
LOSS OR DAMAGE BY FIRE, EXPLOSION AND OTHER RISKS CUSTOMARILY INSURED AGAINST BY
COMPANIES IN THE COMPANY'S LINE OF BUSINESS, IN AMOUNTS SUFFICIENT TO PREVENT
THE COMPANY FROM BECOMING A CO-INSURER AND NOT IN ANY EVENT LESS THAN ONE
HUNDRED PERCENT (100%) OF THE INSURABLE VALUE OF THE PROPERTY INSURED; AND THE
COMPANY WILL MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS, INSURANCE
AGAINST OTHER HAZARDS
11
AND RISKS AND LIABILITY TO PERSONS AND PROPERTY TO THE EXTENT AND IN THE MANNER
CUSTOMARY FOR COMPANIES IN SIMILAR BUSINESSES SIMILARLY SITUATED AND TO THE
EXTENT AVAILABLE ON COMMERCIALLY REASONABLE TERMS.
(I)
BOOKS AND RECORDS.
FROM THE DATE OF THIS AGREEMENT AND UNTIL