ITS SUBSIDIARIES SHALL TAKE ANY ACTION WHICH WOULD BE
REASONABLY EXPECTED TO RESULT IN THE DELISTING OR SUSPENSION OF THE COMPANY
COMMON STOCK ON THE PRINCIPAL MARKET.
THE COMPANY SHALL PAY ALL FEES AND
EXPENSES IN CONNECTION WITH SATISFYING ITS OBLIGATIONS UNDER THIS SECTION 4(F).
(G)
FEES.
SUBJECT TO SECTION 8 BELOW, AT THE
CLOSING, THE COMPANY SHALL PAY AN EXPENSE ALLOWANCE OF $69,000 TO SMITHFIELD
FIDUCIARY LLC (A BUYER) OR ITS DESIGNEE(S) FOR REIMBURSEMENT OF REASONABLE LEGAL
AND DUE DILIGENCE EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS, WHICH AMOUNT SHALL BE WITHHELD BY
SUCH BUYER FROM ITS PURCHASE PRICE AT THE CLOSING.
THE COMPANY SHALL BE
RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT AGENT'S FEES OR BROKER'S
COMMISSIONS RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING, WITHOUT LIMITATION, ANY FEES OR COMMISSIONS PAYABLE TO THE AGENT.
THE COMPANY SHALL PAY, AND HOLD EACH BUYER HARMLESS AGAINST, ANY LIABILITY, LOSS
OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND
OUT-OF-POCKET EXPENSES) ARISING IN CONNECTION WITH ANY CLAIM RELATING TO ANY
SUCH PAYMENT.
EXCEPT AS OTHERWISE SET FORTH IN THE TRANSACTION DOCUMENTS, EACH
PARTY TO THIS AGREEMENT SHALL BEAR ITS OWN EXPENSES IN CONNECTION WITH THE SALE
OF THE SECURITIES TO THE BUYERS.
(H)
PLEDGE OF SECURITIES.
THE COMPANY
ACKNOWLEDGES AND AGREES THAT THE SECURITIES MAY BE PLEDGED BY AN INVESTOR (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) IN CONNECTION WITH A BONA FIDE
MARGIN AGREEMENT OR OTHER LOAN OR FINANCING ARRANGEMENT THAT IS SECURED BY THE
SECURITIES.
THE PLEDGE OF SECURITIES SHALL NOT BE DEEMED TO BE A TRANSFER, SALE
OR ASSIGNMENT OF THE SECURITIES HEREUNDER, AND NO INVESTOR EFFECTING A PLEDGE OF
SECURITIES SHALL BE REQUIRED TO PROVIDE THE COMPANY WITH ANY NOTICE THEREOF OR
OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT, INCLUDING, WITHOUT LIMITATION, SECTION 2(I) OF THIS
AGREEMENT; PROVIDED THAT AN INVESTOR AND ITS PLEDGEE SHALL BE REQUIRED TO COMPLY
WITH THE PROVISIONS OF SECTION 2(I) HEREOF IN ORDER TO EFFECT A SALE, TRANSFER
OR ASSIGNMENT OF SECURITIES TO SUCH PLEDGEE.
AT THE APPROPRIATE BUYER'S
EXPENSE, THE COMPANY SHALL EXECUTE AND DELIVER SUCH REASONABLE DOCUMENTATION AS
A PLEDGEE OF THE SECURITIES MAY REASONABLY REQUEST IN CONNECTION WITH A PLEDGE
OF THE SECURITIES TO SUCH PLEDGEE BY AN INVESTOR.
(I)
DISCLOSURE OF TRANSACTIONS AND OTHER
MATERIAL INFORMATION.
ON OR BEFORE 8:30 A.M., NEW YORK CITY TIME, ON THE FIRST
TRADING DAY FOLLOWING THE DATE HEREOF, THE COMPANY SHALL FILE A CURRENT REPORT
ON FORM 8-K DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS IN THE FORM REQUIRED BY THE 1934 ACT, AND ATTACHING
18
THE MATERIAL TRANSACTION DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THIS
AGREEMENT (AND ALL SCHEDULES TO THIS AGREEMENT), THE FORM OF EACH OF THE NOTES,
THE FORM OF WARRANT, THE AMENDED AND RESTATED PLEDGE AGREEMENT, THE AMENDED AND
RESTATED SECURITIES ACCOUNT CONTROL AGREEMENT, THE CASH COLLATERAL ACCOUNT
CONTROL AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT) AS EXHIBITS