Common use of Reporting Status; Listing Clause in Contracts

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, and subject to the provisions of Section 9.1 hereof, thereafter the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock or Preferred Stock, the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. The Borrower shall, within sixty (60) days from the Effective Date (the “Reporting Date”), have filed all reports with the SEC, and provided evidence thereof of such filings to Lender, including Form 10-Q, Form 10-K, and any other report required of the Borrower in order to make the Borrower current in its filings and compliant with all SEC reporting requirements. In that regard, the Borrower shall file all required applications, reports, statements and all other documents, and pay all required fees and costs, necessary or required in order for the Borrower to accomplish the foregoing requirements. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of with the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. Market and such other Governmental Authoritiesgovernmental authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long The Company shall, within ninety (90) days from the Closing Date (the “Reporting Date”), provide to Buyer a complete set of audited financial statements of the Company and all of its Subsidiaries, in a form and content as this Agreement remains in effectrequired by the SEC for fully reporting companies. In addition, by the Reporting Date, the Company shall have filed any and all periodic reports with the SEC required under the Exchange Act to become current with the Buyer’s reporting requirements under the Exchange Act, and provide to Buyer evidence acceptable to the Buyer of compliance with the foregoing requirements. In addition, by the Reporting Date, the Company shall use its best efforts to obtain approval for the listing and quotation of the Common Stock on the OTC Bulletin Board, or another Principal Trading Market more senior and established than the OTC Pink Sheets and approved by Buyer, and to have such Common Stock trading in such Principal Trading Market. In that regard, the Company shall file all required applications, reports, statements and all other documents, and pay all required fees and costs, necessary or required in order for the Company to accomplish the foregoing requirements. Once the Company becomes a fully reporting company with the SEC, then so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and; (iv) upon obtaining approval for the listing and quotation of the Common Stock on the Principal Trading Market, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, in the event the Company fails to obtain approval for the listing and the quotation of the Common Stock on the OTC Bulletin, or another Principal Trading Market more senior and established than the OTC Pink Sheets and approved by Buyer, and to have such Common Stock trading in such Principal Trading Market by the six (6) month anniversary of the Closing Date, then at any time thereafter, Buyer shall have the right, upon written notice to the Company, to require that the Company redeem all Advisory Fee Shares then in Buyer’s possession for cash equal to the Share Value, less any cash proceeds received by the Buyer from any previous sales of Advisory Fee Shares, if any, in accordance with the process described below in Section 7.5(iii).

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Issuing Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Issuing Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents Conversion Shares upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. The Borrower shall, within sixty (60) days from the Effective Date (the “Reporting Date”), have filed all reports with the SEC, and provided evidence thereof of such filings to Lender, including Form 10-Q, Form 10-K, and any other report required of the Borrower in order to make the Borrower current in its filings and compliant with all SEC reporting requirements. In that regard, the Borrower shall file all required applications, reports, statements and all other documents, and pay all required fees and costs, necessary or required in order for the Borrower to accomplish the foregoing requirements. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Advisory Fee Shares or other shares of Common Stock, the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of with the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Advisory Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. Market and such other Governmental Authoritiesgovernmental authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Advisory Fee Shares Shares, Advisory Fee Conversion Shares, or other shares of Common Stock, or has the right to receive any additional shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of any Governmental Authority or the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act Act, even if the Exchange Act or and the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading MarketMarket or any other Governmental Authority, promptly secure the listing of the Facility Advisory Fee Conversion Shares and any other shares of the Issuing Borrower’s Common Stock issuable issued to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or SEC, any Principal Trading Market, or any other Governmental Authority, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Issuing Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other such shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Revolving Notes and the Fee Shares or other shares of Common StockNotes remain outstanding, the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Incentive Shares and or any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, the Incentive Shares or any other shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all material respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, or has the right to receive any additional shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Issuing Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender any Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender a Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyers under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly applicable and (iv) within five (5) days of filing, provide to Lender each Buyer copies of all periodic and other reports, proxy statements and other materials filed by the Company with the SEC, any notices it receives from Governmental Authority succeeding to any or all of the functions of the SEC or with any Principal Trading Marketnational securities exchange, or distributed to its shareholders, as the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effectcase may be.

Reporting Status; Listing. So long as this Agreement remains in effectThe Company shall, on or about forty-five (45) days from the Effective Date (the “Reporting Date”): (i) provide and deliver to Buyer a complete copy of the Audited Financials containing an unqualified opinion of the Accounting Firm; and (ii) file a Form 10 and comply with any other requirements to become a full reporting Company required to file reports with the SEC under the Exchange Act, and have its Common Stock registered with the SEC under Section 12 of the Exchange Act, and provide to Buyer evidence reasonably acceptable to the Buyer of same. In addition, immediately after the Form 10 becomes effective with the SEC, on or about sixty (60) days after the Reporting Date, the Company shall file all required applications and documents to have its Common Stock quoted and listed in the OTC Bulletin Board, which shall be the Company’s Principal Trading Market. In that regard, the Company shall file all required applications, reports, statements and all other documents, and pay all required fees and costs, necessary or required in order for the Company to accomplish the foregoing requirements on or about sixty (60) days from and after the Reporting Date, so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder there under would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Incentive Shares and or any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, the Incentive Shares or any other shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Advisory Fee Shares or other shares of Common Stock, or has the right to receive any additional shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Issuing Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the notify Lender promptly immediately after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act Act, even if the Exchange Act or and the rules and regulations thereunder would otherwise permit such termination; and (iii) if and when the Issuing Borrower’s Common Stock is quoted and traded on a Principal Trading Market, if required by the rules and regulations of the Principal Trading MarketMarket or any other Governmental Authority, promptly secure the listing of the Facility Advisory Fee Shares and any other shares of the Issuing Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuanceissuance)(for avoidance of doubt, securing such listing on the Principal Trading Market shall mean compliance with any such listing requirements of the Principal Trading Market, and not registration rights with the SEC) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall shall, at such time, comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or SEC, any Principal Trading Market, or any other Governmental Authority, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effecteffect and the Revolving Note remains outstanding, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, Stock the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of with the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any of the Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Lender under any of the Loan Documents) on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Advisory Fee Shares and or any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, the Advisory Fee Shares or any other shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Advisory Fee Shares or other shares of Common Stock, or has the right to receive any additional shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the any Borrower of any state of the United States, or by the rules and regulations of any Governmental Authority or the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act Act, even if the Exchange Act or and the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading MarketMarket or any other Governmental Authority, promptly secure the listing of the Facility Advisory Fee Shares and any other shares of the Issuing Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or SEC, any Principal Trading Market, or any other Governmental Authority, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower shallCompany shall prior to the Merger: (i) file in a timely manner (within permissible extension periods) all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall prior to the Merger promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Advisory Fee Shares or other shares of Common Stock, or has the right to receive any additional shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of any Governmental Authority or the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act Act, even if the Exchange Act or and the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading MarketMarket or any other Governmental Authority, promptly secure the listing of the Facility Advisory Fee Shares and any other shares of the Issuing Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or SEC, any Principal Trading Market, or any other Governmental Authority, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Advisory Fee Shares and or any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, the Advisory Fee Shares or any other shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all material respects with the BorrowerCompany’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

Reporting Status; Listing. So long as this Agreement remains in effect, and for so long as Lender From the date hereof until a date that is eighteen (18) months after Buyer no longer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockConvertible Debentures (the "Transaction End Date"), the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, it being acknowledged and agreed to by Buyer that timely filing a Notification of Late Filing with regards to any report, with the Company subsequently filing such report within the permitted time period set forth in such Notification of Late Filing, shall constitute filing such report in a timely manner, and, unless such filing is publicly available on the SEC's EDGAR system (via thx XXX's web site at no additional charge), to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144, is publicly available; (iii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iiiiv) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Conversion Shares, Warrant Shares and any other shares of the Borrower’s Common Compensation Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, the Conversion Shares, the Warrant Shares and the Compensation Stock) on the Principal Trading Market or on the New York Stock Exchange, AMEX, the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market or other nationally recognized listing, quoting and trading system or exchange, and the Borrower Company shall comply in all respects with the Borrower’s Company's reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authoritiesexchanges, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to Market or such other exchanges or quotation systems regarding the extent any continued eligibility of the Common Stock for listing on the Principal Trading Market or such notices could in any way have or be reasonably expected to have a Material Adverse Effectother exchanges and quotation systems.

Reporting Status; Listing. So long The Company shall, within ninety (90) days from the First Closing Date (the “Reporting Date”), provide to Buyer a complete set of audited financial statements of the Company and all of its Subsidiaries, in a form and content as this Agreement remains in effectrequired by the SEC for fully reporting companies. In addition, by the Reporting Date, the Company shall have filed any and all periodic reports with the SEC required under the Exchange Act to become current with the Buyer’s reporting requirements under the Exchange Act, and provide to Buyer evidence acceptable to the Buyer of compliance with the foregoing requirements. In addition, by the Reporting Date, the Company shall use its best efforts to obtain approval for the listing and quotation of the Common Stock on the OTC Bulletin Board, or another Principal Trading Market more senior and established than the OTC Pink Sheets and approved by Buyer, and to have such Common Stock trading in such Principal Trading Market. In that regard, the Company shall file all required applications, reports, statements and all other documents, and pay all required fees and costs, necessary or required in order for the Company to accomplish the foregoing requirements. Once the Company becomes a fully reporting company with the SEC, then so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and; (iv) upon obtaining approval for the listing and quotation of the Common Stock on the Principal Trading Market, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, in the event the Company fails to obtain approval for the listing and the quotation of the Common Stock on the OTC Bulletin, or another Principal Trading Market more senior and established than the OTC Pink Sheets and approved by Buyer, and to have such Common Stock trading in such Principal Trading Market by the six (6) month anniversary of the First Closing Date, then at any time thereafter, Buyer shall have the right, upon written notice to the Company, to require that the Company redeem all Advisory Fee Shares then in Buyer’s possession for cash equal to the Share Value, less any cash proceeds received by the Buyer from any previous sales of Advisory Fee Shares, if any, in accordance with the process described below in Section 7.5(iii).

Reporting Status; Listing. So long The Company shall, within ninety (90) days from the First Closing Date (the “Reporting Date”), provide to Buyer a complete set of audited financial statements of the Company and all of its Subsidiaries, in a form and content as this Agreement remains in effectrequired by the SEC for fully reporting companies. In addition, by the Reporting Date, the Company shall have filed any and all periodic reports with the SEC required under the Exchange Act to become current with the Buyer’s reporting requirements under the Exchange Act, and provide to Buyer evidence acceptable to the Buyer of compliance with the foregoing requirements. In addition, by the Reporting Date, the Company shall use its best efforts to obtain approval for the listing and quotation of the Common Stock on the OTC Bulletin Board, or another Principal Trading Market more senior and established than the OTC Pink Sheets and approved by Buyer, and to have such Common Stock trading in such Principal Trading Market. In that regard, the Company shall file all required applications, reports, statements and all other documents, and pay all required fees and costs, necessary or required in order for the Company to accomplish the foregoing requirements. Once the Company becomes a fully reporting company with the SEC, then so long as Lender Buyer owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common StockSecurities, the Borrower Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws Laws and regulations thereof applicable to the Borrower Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender Buyer promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender Buyer under any Loan of the Transaction Documents upon the Principal Trading Market (subject to official notice of issuance) and; (iv) upon obtaining approval for the listing and quotation of the Common Stock on the Principal Trading Market, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Borrower Company shall comply in all respects with the BorrowerCompany’s reporting, filing and other obligations Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower Company shall promptly provide to Lender Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, in the event the Company fails to obtain approval for the listing and the quotation of the Common Stock on the OTC Bulletin, or another Principal Trading Market more senior and established than the OTC Pink Sheets and approved by Buyer, and to have such Common Stock trading in such Principal Trading Market by the six (6) month anniversary of the First Closing Date, then at any time thereafter, Buyer shall have the right, upon written notice to the Company, to require that the Company redeem all First Closing Advisory Fee Shares then in Buyer’s possession for cash equal to the First Closing Share Value, less any cash proceeds received by the Buyer from any previous sales of First Closing Advisory Fee Shares, if any, in accordance with the process described below in Section 7.5(iii), or all Second Closing Advisory Fee Shares then in Buyer’s possession for cash equal to the Second Closing Share Value, less any cash proceeds received by the Buyer from any previous sales of Second Closing Advisory Fee Shares, if any, in accordance with the process described below in Section 7.6(iii).