ONLY AND THAT IT WILL NOT USE ANY OF SUCH PROCEEDS TO REPAY ANY
INDEBTEDNESS TO ANY CURRENT EXECUTIVE OFFICERS, DIRECTORS OR PRINCIPAL
STOCKHOLDERS OF THE COMPANY.
4.6
ACCESS TO FACILITIES.
THE COMPANY WILL PERMIT
ANY REPRESENTATIVES DESIGNATED BY THE PURCHASER (OR ANY TRANSFEREE OF THE
PURCHASER), UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS, AT SUCH
PERSON'S EXPENSE AND ACCOMPANIED BY A REPRESENTATIVE OF THE COMPANY, TO (A)
VISIT AND INSPECT ANY OF THE PROPERTIES OF THE COMPANY, (B) EXAMINE THE
CORPORATE AND FINANCIAL RECORDS OF THE COMPANY (UNLESS SUCH EXAMINATION IS NOT
PERMITTED BY FEDERAL, STATE OR LOCAL LAW OR BY CONTRACT) AND MAKE COPIES THEREOF
OR EXTRACTS THEREFROM AND (C) DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF ANY
SUCH CORPORATIONS WITH THE DIRECTORS, OFFICERS AND INDEPENDENT ACCOUNTANTS OF
THE COMPANY.
4.7
OFFERING RESTRICTIONS.
EXCEPT AS PREVIOUSLY
DISCLOSED IN THE SEC REPORTS OR IN THE EXCHANGE ACT FILINGS; OR STOCK OR STOCK
OPTIONS GRANTED TO EMPLOYEES OR DIRECTORS OF THE COMPANY; OR EQUITY OR DEBT
ISSUED IN CONNECTION WITH AN ACQUISITION OF A BUSINESS OR ASSETS BY THE COMPANY;
OR THE ISSUANCE BY THE COMPANY OF STOCK IN CONNECTION WITH THE ESTABLISHMENT OF
A JOINT VENTURE PARTNERSHIP OR LICENSING ARRANGEMENT; OR AS DISCLOSED IN
SCHEDULE 2.3(B) (THESE EXCEPTIONS HEREINAFTER REFERRED TO AS THE "EXCEPTED
ISSUANCES"), THE COMPANY WILL NOT ISSUE ANY SECURITIES WITH A VARIABLE/FLOATING
CONVERSION FEATURE WHICH ARE OR
14
could be (by conversion or registration) free-trading securities (i.e. common
stock subject to a registration statement) prior to the full repayment or
conversion of the Note.
4.8
INSURANCE.
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 SIMILAR BUSINESS SIMILARLY SITUATED AS THE
COMPANY; AND THE COMPANY WILL MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE
INSURERS, INSURANCE AGAINST OTHER HAZARDS AND RISKS AND LIABILITY TO PERSONS AND
PROPERTY TO THE EXTENT AND IN THE MANNER CUSTOMARY FOR COMPANIES IN SIMILAR
BUSINESS SIMILARLY SITUATED AS THE COMPANY AND TO THE EXTENT AVAILABLE ON
COMMERCIALLY REASONABLE TERMS.
4.9
INTELLECTUAL PROPERTY.
THE COMPANY SHALL
MAINTAIN IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE, RIGHTS AND FRANCHISES
AND ALL LICENSES AND OTHER RIGHTS TO USE INTELLECTUAL PROPERTY OWNED OR
POSSESSED BY IT AND REASONABLY DEEMED TO BE NECESSARY TO THE CONDUCT OF ITS
BUSINESS.
4.10
FINANCIAL INFORMATION.
THE COMPANY AGREES TO SEND
THE FOLLOWING TO THE PURCHASER:
(I) UNLESS THE FOLLOWING ARE FILED WITH THE SEC
THROUGH EDGAR AND ARE AVAILABLE TO THE PUBLIC THROUGH EDGAR, WITHIN ONE (1) DAY
AFTER THE FILING THEREOF WITH THE SEC, A COPY OF ITS ANNUAL REPORT 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