COMMON STOCK ON A 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.
THE COMPANY WILL
PROVIDE THE PURCHASER COPIES OF ALL NOTICES IT RECEIVES NOTIFYING THE COMPANY OF
THE THREATENED AND ACTUAL DELISTING OF THE COMMON STOCK FROM ANY PRINCIPAL
MARKET.
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 PURCHASER
AND PROMPTLY PROVIDE COPIES THEREOF TO PURCHASER.
6.4
REPORTING REQUIREMENTS.
THE COMPANY WILL 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.
IN ADDITION, WITHIN 20 DAYS AFTER THE END OF EACH
CALENDAR MONTH, THE COMPANY WILL PROVIDE TO THE PURCHASER A MONTHLY CASH FLOW
STATEMENT, BALANCE SHEET AND INCOME STATEMENT FOR THE IMMEDIATELY PRECEDING
MONTH.
14
Purchaser understands that the provision of the information described herein may
constitute material non-public information and such information will only be
provided upon the execution by Purchaser of a confidentiality agreement.
6.5
USE OF FUNDS.
THE COMPANY AGREES THAT IT WILL USE THE PROCEEDS OF
THE SALE OF THE PREFERRED STOCK AND WARRANT FOR THE PURCHASE OF AN AXCELIS ION
IMPLANTER AND GENERAL CORPORATE PURPOSES ONLY, IN THE ORDINARY COURSE OF ITS
BUSINESS AND CONSISTENT WITH PAST PRACTICE AND, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, SHALL NOT USE SUCH PROCEEDS TO MAKE A LOAN TO ANY EMPLOYEE,
OFFICER, DIRECTOR OR STOCKHOLDER OF THE COMPANY, TO REPAY ANY LOAN OR OTHER
OBLIGATION OF THE COMPANY OR TO REPURCHASE OR PAY A DIVIDEND ON SHARES OF COMMON
STOCK OR OTHER SECURITIES OF THE COMPANY (IN ANY SUCH CASE, REGARDLESS OF
WHETHER SUCH LOAN OR PAYMENT WAS AUTHORIZED BY THE COMPANY'S BOARD OF DIRECTORS
PRIOR TO THE DATE HEREOF), OTHER THAN ANY SUCH REPURCHASE OR PAYMENT EXPLICITLY
REQUIRED, PERMITTED OR CONTEMPLATED BY THE TERMS OF THIS AGREEMENT OR THE OTHER
RELATED AGREEMENTS.
6.6
ACCESS TO FACILITIES.
THE COMPANY WILL PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE PURCHASER (OR ANY TRANSFEREE OF THE PURCHASER), SO LONG AS
SUCH PERSON HOLDS ANY SECURITIES 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