SHARES OF COMMON STOCK ARE LISTED OR
QUOTED FOR TRADING, AS APPLICABLE (SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND
SHALL MAINTAIN SUCH LISTING OR QUOTATION, AS APPLICABLE, SO LONG AS ANY OTHER
SHARES OF COMMON STOCK SHALL BE SO LISTED OR QUOTED, AS APPLICABLE.
THE COMPANY
WILL MAINTAIN THE LISTING OR QUOTATION, AS APPLICABLE, OF ITS COMMON STOCK ON
THE PRINCIPAL MARKET, AND WILL COMPLY IN ALL MATERIAL RESPECTS WITH THE
COMPANY'S REPORTING, FILING AND OTHER OBLIGATIONS UNDER THE BYLAWS OR RULES OF
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS ("NASD") AND SUCH EXCHANGES, AS
APPLICABLE.
6.3
MARKET REGULATIONS.
THE COMPANY SHALL
NOTIFY THE SEC, NASD AND APPLICABLE STATE AUTHORITIES, IN ACCORDANCE WITH THEIR
REQUIREMENTS, OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND SHALL TAKE
ALL OTHER NECESSARY ACTION AND PROCEEDINGS AS MAY BE REQUIRED AND PERMITTED BY
APPLICABLE LAW, RULE AND REGULATION, FOR THE LEGAL AND VALID ISSUANCE OF THE
SECURITIES TO THE PURCHASER AND PROMPTLY PROVIDE COPIES THEREOF TO THE
PURCHASER.
6.4
REPORTING REQUIREMENTS.
THE COMPANY SHALL
TIMELY FILE WITH THE SEC ALL REPORTS REQUIRED TO BE FILED PURSUANT TO THE
EXCHANGE ACT AND REFRAIN FROM TERMINATING ITS STATUS AS AN ISSUER REQUIRED BY
THE EXCHANGE ACT TO FILE REPORTS THEREUNDER EVEN IF THE EXCHANGE ACT OR THE
RULES OR REGULATIONS THEREUNDER WOULD PERMIT SUCH TERMINATION.
6.5
USE OF FUNDS.
THE COMPANY SHALL USE THE
PROCEEDS OF THE SALE OF THE NOTE AND THE WARRANT FOR GENERAL WORKING CAPITAL
PURPOSES ONLY.
6.6
ACCESS TO FACILITIES.
INTENTIONALLY
OMITTED.
6.7
TAXES.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES WILL PROMPTLY PAY AND DISCHARGE, OR CAUSE TO BE PAID AND
DISCHARGED, WHEN DUE AND PAYABLE, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON THE INCOME, PROFITS, PROPERTY OR BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT ANY SUCH TAX, ASSESSMENT,
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CHARGE OR LEVY NEED NOT BE PAID CURRENTLY IF (I) THE VALIDITY THEREOF SHALL
CURRENTLY AND DILIGENTLY BE CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS,
(II) SUCH TAX, ASSESSMENT, CHARGE OR LEVY SHALL HAVE NO EFFECT ON THE LIEN
PRIORITY OF THE PURCHASER IN ANY PROPERTY OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND (III) IF THE COMPANY AND/OR SUCH SUBSIDIARY SHALL HAVE SET
ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH
GAAP; AND PROVIDED, FURTHER, THAT THE COMPANY AND ITS SUBSIDIARIES 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 THEREFOR.
6.8
INSURANCE.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES 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 ITS SUBSIDIARIES; AND THE COMPANY
AND ITS SUBSIDIARIES WILL MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE
INSURERS, INSURANCE AGAINST OTHER HAZARDS AND RISKS AND LIABILITY TO PERSONS AND
PROPERTY TO THE EXTENT