TWO
YEARS AFTER THE EFFECTIVE DATE, THE COMPANY WILL KEEP TRUE RECORDS AND BOOKS OF
ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE OF ALL DEALINGS OR
TRANSACTIONS IN RELATION TO ITS BUSINESS AND AFFAIRS IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS.
(J)
GOVERNMENTAL AUTHORITIES.
FROM THE DATE OF THIS AGREEMENT AND
UNTIL ONE YEAR AFTER THE CLOSING DATE, THE COMPANY SHALL DULY OBSERVE AND
CONFORM IN ALL MATERIAL RESPECTS TO ALL VALID REQUIREMENTS OF GOVERNMENTAL
AUTHORITIES RELATING TO THE CONDUCT OF ITS BUSINESS OR TO ITS PROPERTIES OR
ASSETS.
(K)
INTELLECTUAL PROPERTY.
FROM THE DATE OF THIS AGREEMENT AND UNTIL
(I) TWO YEARS AFTER THE EFFECTIVE DATE, OR (II) UNTIL ALL OF THE SECURITIES HAVE
BEEN RESOLD OR TRANSFERRED BY ALL THE PURCHASERS PURSUANT TO THE REGISTRATION
STATEMENT OR PURSUANT TO RULE 144, WITHOUT REGARD TO VOLUME LIMITATIONS, 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.
(L)
PROPERTIES.
FOR TWO YEARS AFTER THE EFFECTIVE DATE, THE COMPANY
WILL KEEP ITS PROPERTIES IN GOOD REPAIR, WORKING ORDER AND CONDITION, REASONABLE
WEAR AND TEAR EXCEPTED, AND FROM TIME TO TIME MAKE ALL NECESSARY AND PROPER
REPAIRS, RENEWALS, REPLACEMENTS, ADDITIONS AND IMPROVEMENTS THERETO; AND THE
COMPANY WILL AT ALL TIMES COMPLY WITH EACH PROVISION OF ALL LEASES TO WHICH IT
IS A PARTY OR UNDER WHICH IT OCCUPIES PROPERTY IF THE BREACH OF SUCH PROVISION
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(M)
CONFIDENTIALITY/PUBLIC ANNOUNCEMENT.
FOR TWO YEARS AFTER THE
EFFECTIVE DATE, THE COMPANY AGREES THAT EXCEPT IN CONNECTION WITH THE
ANNOUNCEMENT 8-K OR THE REGISTRATION STATEMENT, IT WILL NOT DISCLOSE PUBLICLY OR
PRIVATELY THE IDENTITY OF THE PURCHASERS UNLESS EXPRESSLY AGREED TO IN WRITING
BY A PURCHASER OR ONLY TO THE EXTENT REQUIRED BY LAW.
(N)
RESTRICTIONS ON INSIDER SALES.
THE COMPANY'S POLICY ON INSIDERS
TRADING PROHIBITS TRADING (OTHER THAN PURSUANT TO RULE 10B5-1 PLANS ADOPTED
OUTSIDE OF A RESTRICTED PERIOD) IN ITS SECURITIES DURING THE FIRST QUARTER OF
EACH YEAR UNTIL THE SECOND BUSINESS DAY FOLLOWING THE FILING WITH THE COMMISSION
OF THE COMPANY'S FORM 10-K FOR THE PRECEDING FISCAL YEAR.
THE COMPANY AGREES
THAT IT WILL ENFORCE AND NOT MODIFY THESE RESTRICTIONS UNTIL AFTER THE EFFECTIVE
DATE.
8.
COVENANTS OF THE COMPANY AND PURCHASER REGARDING INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY, HOLD HARMLESS, REIMBURSE AND
DEFEND THE PURCHASERS, THE PURCHASERS' OFFICERS, DIRECTORS, AGENTS, AFFILIATES,
COUNSEL, CONTROL PERSONS, AND PRINCIPAL SHAREHOLDERS, AGAINST ANY CLAIM, COST,
EXPENSE, LIABILITY, OBLIGATION, LOSS OR DAMAGE (INCLUDING REASONABLE LEGAL FEES)
OF ANY NATURE, INCURRED BY OR IMPOSED UPON THE PURCHASER OR ANY SUCH PERSON
WHICH RESULTS, ARISES OUT OF OR IS BASED UPON (I) ANY MATERIAL MISREPRESENTATION
BY COMPANY OR BREACH OF ANY WARRANTY BY COMPANY IN THIS AGREEMENT, OR OTHER
AGREEMENT DELIVERED PURSUANT HERETO; OR (II) AFTER ANY