UNITED STATES (OR TO OBTAIN AN EXEMPTION
FROM SUCH QUALIFICATION), AND SHALL PROVIDE EVIDENCE OF ANY SUCH ACTION SO TAKEN
TO THE BUYER ON OR PRIOR TO THE CLOSING DATE.
12
C.
USE OF PROCEEDS.
THE COMPANY SHALL USE THE PROCEEDS FOR
GENERAL WORKING CAPITAL PURPOSES.
D.
RESERVED.
E.
EXPENSES.
AT THE CLOSING, THE COMPANY SHALL REIMBURSE
BUYER FOR EXPENSES INCURRED BY THEM IN CONNECTION WITH THE NEGOTIATION,
PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER
AGREEMENTS TO BE EXECUTED IN CONNECTION HEREWITH ("DOCUMENTS"), INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' AND CONSULTANTS' FEES AND EXPENSES,
TRANSFER AGENT FEES, FEES FOR STOCK QUOTATION SERVICES, FEES RELATING TO ANY
AMENDMENTS OR MODIFICATIONS OF THE DOCUMENTS OR ANY CONSENTS OR WAIVERS OF
PROVISIONS IN THE DOCUMENTS, FEES FOR THE PREPARATION OF OPINIONS OF COUNSEL,
ESCROW FEES, AND COSTS OF RESTRUCTURING THE TRANSACTIONS CONTEMPLATED BY THE
DOCUMENTS.
WHEN POSSIBLE, THE COMPANY MUST PAY THESE FEES DIRECTLY, OTHERWISE
THE COMPANY MUST MAKE IMMEDIATE PAYMENT FOR REIMBURSEMENT TO THE BUYER FOR ALL
FEES AND EXPENSES IMMEDIATELY UPON WRITTEN NOTICE BY THE BUYER OR THE SUBMISSION
OF AN INVOICE BY THE BUYER. THE COMPANY'S OBLIGATION WITH RESPECT TO THIS
TRANSACTION IS TO REIMBURSE BUYER' EXPENSES SHALL BE $3,000.
F.
FINANCIAL INFORMATION.
UPON WRITTEN REQUEST THE COMPANY
AGREES TO SEND OR MAKE AVAILABLE THE FOLLOWING REPORTS TO THE BUYER UNTIL THE
BUYER TRANSFERS, ASSIGNS, OR SELLS ALL OF THE SECURITIES: (I)(I) WITHIN TEN (10)
DAYS AFTER THE FILING WITH THE SEC, A COPY OF ITS ANNUAL REPORT ON FORM 10-K ITS
QUARTERLY REPORTS ON FORM 10-Q AND ANY CURRENT REPORTS ON FORM 8-K;
(II)(II) WITHIN ONE (1) DAY AFTER RELEASE, COPIES OF ALL PRESS RELEASES ISSUED
BY THE COMPANY OR ANY OF ITS SUBSIDIARIES; AND (III)(III) CONTEMPORANEOUSLY WITH
THE MAKING AVAILABLE OR GIVING TO THE SHAREHOLDERS OF THE COMPANY, COPIES OF ANY
NOTICES OR OTHER INFORMATION THE COMPANY MAKES AVAILABLE OR GIVES TO SUCH
SHAREHOLDERS.
G.
[INTENTIONALLY DELETED]
H.
LISTING.
THE COMPANY SHALL PROMPTLY SECURE THE LISTING OF
THE CONVERSION SHARES UPON EACH NATIONAL SECURITIES EXCHANGE OR AUTOMATED
QUOTATION SYSTEM, IF ANY, UPON WHICH SHARES OF COMMON STOCK ARE THEN LISTED
(SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND, SO LONG AS THE BUYER OWNS ANY OF
THE SECURITIES, SHALL MAINTAIN, SO LONG AS ANY OTHER SHARES OF COMMON STOCK
SHALL BE SO LISTED, SUCH LISTING OF ALL CONVERSION SHARES FROM TIME TO TIME
ISSUABLE UPON CONVERSION OF THE NOTE.
THE COMPANY WILL OBTAIN AND, SO LONG AS
THE BUYER OWNS ANY OF THE SECURITIES, MAINTAIN THE LISTING AND TRADING OF ITS
COMMON STOCK ON THE OTCBB OR ANY EQUIVALENT REPLACEMENT EXCHANGE, THE NASDAQ
NATIONAL MARKET ("NASDAQ"), THE NASDAQ SMALLCAP MARKET ("NASDAQ SMALLCAP"), THE
NEW YORK STOCK EXCHANGE ("NYSE"), OR THE AMERICAN STOCK EXCHANGE ("AMEX") AND
WILL COMPLY IN ALL RESPECTS WITH THE COMPANY'S REPORTING, FILING AND OTHER
OBLIGATIONS UNDER THE BYLAWS OR RULES OF THE FINANCIAL INDUSTRY REGULATORY
AUTHORITY ("FINRA") AND SUCH EXCHANGES, AS APPLICABLE.
THE COMPANY SHALL
PROMPTLY PROVIDE TO THE BUYER COPIES OF