OF
INCOME AND OF THE COMPANY AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE
PRECEDING FISCAL YEAR, ALL SUCH CONSOLIDATED STATEMENTS TO BE DULY CERTIFIED BY
THE CHIEF FINANCIAL OFFICER OF THE COMPANY AND BY SUCH INDEPENDENT PUBLIC
ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING APPROVED BY THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS TO PREPARE SUCH REPORTS.
(E)
ANNUAL BUDGET.
AS SOON AS AVAILABLE, AND
IN NO EVENT LATER THAN DECEMBER 15TH OF EACH CALENDAR YEAR, PROVIDE TO CSCC A
BUSINESS PLAN, ANNUAL BUDGET AND MONTHLY OPERATING BUDGETS FOR THE FORTHCOMING
FISCAL YEAR IN A FORM AND WITH SUCH DETAIL AS MAY BE ACCEPTABLE TO CSCC.
(F)
OTHER INFORMATION.
PROVIDE TO CSCC SUCH
OTHER INFORMATION RESPECTING THE BUSINESS, PROPERTIES OR THE CONDITION OR
OPERATIONS, FINANCIAL OR OTHER, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS
CSCC MAY FROM TIME TO TIME REASONABLY REQUEST.
SECTION 4.7.
EXTENSION OF OUTSIDE DATE.
IF THE OUTSIDE DATE IS EXTENDED
PURSUANT TO SECTION 6.1, CSCC, CISCO AND THE COMPANY SHALL PROVIDE NOTICE TO THE
ESCROW AGENT AS PROVIDED IN THE ESCROW AGREEMENT TO EXTEND THE OUTSIDE DATE
THEREUNDER.
ARTICLE V
CONDITIONS PRECEDENT
SECTION 5.1.
CONDITIONS TO OBLIGATIONS OF THE BORROWERS.
THE OBLIGATION OF THE
BORROWERS TO CONSUMMATE THE CLOSING OF THE EXCHANGE ON THE CLOSING DATE IS
SUBJECT TO THE SATISFACTION OR WRITTEN WAIVER BY BORROWERS, ON OR BEFORE THE
CLOSING DATE, OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE III SHALL BE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF SUCH DATE.
(B)
EACH OF CISCO AND CSCC SHALL HAVE PERFORMED
AND COMPLIED WITH ALL AGREEMENTS CONTAINED HEREIN REQUIRED TO BE PERFORMED OR
COMPLIED WITH BY IT PRIOR TO OR AT THE CLOSING DATE.
(C)
THE COMPANY SHALL HAVE RECEIVED THE
APPROVAL OF ITS STOCKHOLDERS TO THE CHARTER AMENDMENT.
(D)
THE CISCO DEPOSITS SHALL HAVE BEEN RELEASED
FROM ESCROW TO THE COMPANY.
(E)
THE COMPANY SHALL HAVE RECEIVED A
CERTIFICATE OF CISCO AND CSCC IN THE FORM ATTACHED HERETO AS EXHIBIT K.
(F)
THE TRANSACTIONS CONTEMPLATED BY THE
INVESTORS STOCK PURCHASE AGREEMENT SHALL HAVE BEEN CONSUMMATED.
16
(G)
THE COMPANY SHALL HAVE OBTAINED ALL
NECESSARY CONSENTS OF AND MADE ALL REQUIRED FILINGS WITH ANY GOVERNMENTAL
AUTHORITY OR AGENCY OR THIRD PARTY REQUIRED TO BE OBTAINED PRIOR TO THE CLOSING
UNDER APPLICABLE LAW AND RELATING TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING THE FILING OF AN INFORMATION STATEMENT WITH THE
SEC AND THE MAILING OF SUCH INFORMATION STATEMENT TO THE COMPANY'S STOCKHOLDERS.
(H)
THE HOLDERS OF AT LEAST TWO THIRDS OF THE
OUTSTANDING SHARES OF THE COMPANY'S SERIES A PARTICIPATING CONVERTIBLE PREFERRED
STOCK, PAR VALUE $.001 PER SHARE (THE "SERIES A PREFERRED STOCK"), THE COMPANY'S
SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK, PAR VALUE $.001 PER SHARE
(THE "SERIES B PREFERRED STOCK"),