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 PURCHASERS, OR THEIR RESPECTIVE SUBSEQUENT HOLDERS.
SECTION 3.2
REGISTRATION AND LISTING.
THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE ITS COMMON STOCK TO CONTINUE TO BE REGISTERED
UNDER SECTIONS 12(B) OR 12(G) OF THE EXCHANGE ACT, TO COMPLY IN ALL RESPECTS
WITH ITS REPORTING AND FILING OBLIGATIONS UNDER THE EXCHANGE ACT, TO COMPLY WITH
ALL REQUIREMENTS RELATED TO ANY REGISTRATION STATEMENT FILED PURSUANT TO THIS
AGREEMENT, AND TO NOT TAKE ANY ACTION OR FILE ANY DOCUMENT (WHETHER OR NOT
PERMITTED BY THE SECURITIES ACT OR THE RULES PROMULGATED THEREUNDER) TO
TERMINATE OR SUSPEND SUCH REGISTRATION OR TO TERMINATE OR SUSPEND ITS REPORTING
AND FILING OBLIGATIONS UNDER THE EXCHANGE ACT OR SECURITIES ACT, EXCEPT AS
PERMITTED HEREIN.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CONTINUE
THE LISTING OR TRADING OF ITS COMMON STOCK ON THE OTC BULLETIN BOARD OR ANY
SUCCESSOR MARKET.
SECTION 3.3
INSPECTION RIGHTS.
SUBJECT TO THE EXECUTION OF A
CONFIDENTIALITY AGREEMENT REASONABLY ACCEPTABLE TO THE COMPANY, THE COMPANY
SHALL PERMIT, DURING NORMAL BUSINESS HOURS AND UPON REASONABLE REQUEST AND
REASONABLE NOTICE, EACH PURCHASER OR ANY EMPLOYEES, AGENTS OR REPRESENTATIVES
THEREOF, SO LONG AS SUCH PURCHASER SHALL BE OBLIGATED HEREUNDER TO PURCHASE THE
NOTES OR SHALL BENEFICIALLY OWN ANY CONVERSION SHARES OR WARRANT
15
SHARES, FOR PURPOSES REASONABLY RELATED TO SUCH PURCHASER'S INTERESTS AS A
STOCKHOLDER TO EXAMINE AND MAKE REASONABLE COPIES OF THE RECORDS AND BOOKS OF
ACCOUNT OF, AND VISIT AND INSPECT THE PROPERTIES, ASSETS, OPERATIONS AND
BUSINESS OF THE COMPANY AND ANY SUBSIDIARY, AND TO DISCUSS THE AFFAIRS, FINANCES
AND ACCOUNTS OF THE COMPANY AND ANY SUBSIDIARY WITH ANY OF ITS OFFICERS,
CONSULTANTS, DIRECTORS, AND KEY EMPLOYEES.
SECTION 3.4
COMPLIANCE WITH LAWS.
THE COMPANY SHALL COMPLY, AND
CAUSE EACH SUBSIDIARY TO COMPLY, WITH ALL APPLICABLE LAWS, RULES, REGULATIONS
AND ORDERS, NONCOMPLIANCE WITH WHICH WOULD BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 3.5
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
THE COMPANY
SHALL KEEP AND CAUSE EACH SUBSIDIARY TO KEEP ADEQUATE RECORDS AND BOOKS OF
ACCOUNT, IN WHICH COMPLETE ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED, REFLECTING ALL FINANCIAL TRANSACTIONS OF THE COMPANY AND
ITS SUBSIDIARIES, AND IN WHICH, FOR EACH FISCAL YEAR, ALL PROPER RESERVES FOR
DEPRECIATION, DEPLETION, OBSOLESCENCE, AMORTIZATION, TAXES, BAD DEBTS AND OTHER
PURPOSES IN CONNECTION WITH ITS BUSINESS SHALL BE MADE.
SECTION 3.6
REPORTING REQUIREMENTS.
IF THE COMPANY CEASES TO FILE
ITS PERIODIC REPORTS WITH THE COMMISSION, OR IF THE COMMISSION CEASES MAKING
THESE PERIODIC REPORTS AVAILABLE VIA THE INTERNET WITHOUT CHARGE, THEN THE
COMPANY SHALL FURNISH THE FOLLOWING TO EACH PURCHASER SO LONG AS SUCH PURCHASER
SHALL BE OBLIGATED HEREUNDER TO PURCHASE THE SECURITIES OR SHALL BENEFICIALLY
OWN CONVERSION SHARES OR WARRANT SHARES:
(A)
QUARTERLY REPORTS FILED WITH THE COMMISSION ON FORM 10-Q
CONTEMPORANEOUSLY WITH THE FILING THEREOF WITH THE COMMISSION AFTER