IN THE ISSUANCE BY A PARTICIPATION OFFEREE AS A PARTICIPATING
BUYER WOULD REQUIRE UNDER APPLICABLE LAW (I) THE REGISTRATION OR QUALIFICATION
OF SUCH SUBJECT SECURITIES OR OF ANY PERSON AS A BROKER OR DEALER OR AGENT WITH
RESPECT TO SUCH SUBJECT SECURITIES WHERE SUCH REGISTRATION OR QUALIFICATION IS
NOT OTHERWISE REQUIRED FOR THE ISSUANCE OR (II) THE PROVISION TO ANY PARTICIPANT
IN THE ISSUANCE OF ANY SPECIFIED INFORMATION REGARDING THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR THE SUBJECT SECURITIES THAT IS NOT OTHERWISE REQUIRED TO BE
PROVIDED FOR THE ISSUANCE, SUCH PARTICIPATION OFFEREE SHALL NOT HAVE THE RIGHT
TO PARTICIPATE IN THE ISSUANCE.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IT IS UNDERSTOOD AND AGREED THAT THE ISSUER SHALL NOT BE UNDER ANY
OBLIGATION TO EFFECT A REGISTRATION OF SUCH SUBJECT SECURITIES UNDER THE
SECURITIES ACT OR SIMILAR STATE STATUTES.
(H)
FURTHER ASSURANCES.
EACH PARTICIPATING BUYER
SHALL TAKE OR CAUSE TO BE TAKEN ALL SUCH REASONABLE ACTIONS AS MAY BE NECESSARY
OR REASONABLY DESIRABLE IN ORDER TO EXPEDITIOUSLY CONSUMMATE EACH ISSUANCE
PURSUANT TO THIS SECTION 5 AND ANY RELATED TRANSACTIONS, INCLUDING EXECUTING,
ACKNOWLEDGING AND DELIVERING CONSENTS, ASSIGNMENTS, WAIVERS AND OTHER DOCUMENTS
OR INSTRUMENTS; FILING APPLICATIONS, REPORTS, RETURNS AND OTHER DOCUMENTS OR
INSTRUMENTS WITH GOVERNMENTAL AUTHORITIES; AND OTHERWISE COOPERATING WITH THE
ISSUER AND THE PROSPECTIVE SUBSCRIBER.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH SUCH PARTICIPATING BUYER AGREES TO EXECUTE AND DELIVER SUCH
SUBSCRIPTION AND OTHER AGREEMENTS SPECIFIED BY THE ISSUER TO WHICH THE
PROSPECTIVE SUBSCRIBER WILL BE PARTY.
(I)
EXPENSES.
ALL COSTS AND EXPENSES INCURRED BY
THE ISSUER IN CONNECTION WITH ANY PROPOSED ISSUANCE OF SUBJECT SECURITIES
(WHETHER OR NOT CONSUMMATED), INCLUDING ALL ATTORNEYS' FEES AND CHARGES, ALL
ACCOUNTING FEES AND CHARGES AND ALL FINDERS, BROKERAGE OR INVESTMENT BANKING
FEES, CHARGES OR COMMISSIONS, SHALL BE PAID BY THE COMPANY.
EACH PARTICIPATING
BUYER MAY RETAIN, AND THE COMPANY WILL PAY THE REASONABLE FEES AND EXPENSES OF,
LEGAL COUNSEL (AND SUCH LOCAL COUNSEL AS MAY BE APPROPRIATE) IN CONNECTION WITH
SUCH PROPOSED ISSUANCE OF SUBJECT SECURITIES (WHETHER OR NOT CONSUMMATED).
ANY
OTHER COSTS AND EXPENSES INCURRED BY OR ON BEHALF
14
OF ANY PARTICIPATING BUYER IN CONNECTION WITH SUCH PROPOSED ISSUANCE OF SUBJECT
SECURITIES (WHETHER OR NOT CONSUMMATED) SHALL BE BORNE BY SUCH PARTICIPATING
BUYER.
(J)
CLOSING.
THE CLOSING OF AN ISSUANCE PURSUANT
TO THIS SECTION 5 SHALL TAKE PLACE (I) ON THE PROPOSED DATE OF ISSUANCE, IF ANY,
SET FORTH IN THE PARTICIPATION NOTICE (PROVIDED THAT CONSUMMATION OF ANY
ISSUANCE MAY BE EXTENDED BEYOND SUCH DATE TO THE EXTENT NECESSARY TO OBTAIN ANY
APPLICABLE GOVERNMENTAL APPROVAL OR OTHER REQUIRED APPROVAL OR TO SATISFY OTHER
CONDITIONS), (II) IF NO PROPOSED ISSUANCE DATE WAS REQUIRED TO BE SPECIFIED IN
THE PARTICIPATION NOTICE, AT SUCH TIME AS THE ISSUER SHALL SPECIFY BY NOTICE TO
EACH PARTICIPATING BUYER, PROVIDED THAT SUCH CLOSING WITH RESPECT TO A
PARTICIPATING BUYER SHALL NOT (WITHOUT THE CONSENT OF SUCH PARTICIPATING BUYER)
BE PRIOR TO THE DATE THAT IS TEN (10) BUSINESS DAYS AFTER THE COMPANY ISSUES THE