EXEMPTION FROM SUCH
REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE SECURITIES FOR OFFER AND SALE
UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED
STATES AS ANY INVESTOR REQUESTS IN WRITING, TO KEEP EACH SUCH REGISTRATION OR
QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE FOR SO LONG AS REQUIRED, BUT
NOT TO EXCEED THE DURATION OF THE EFFECTIVENESS PERIOD, AND TO DO ANY AND ALL
OTHER ACTS OR THINGS REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION
IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE OBLIGATED TO FILE
ANY GENERAL CONSENT TO SERVICE OF PROCESS OR TO QUALIFY AS A FOREIGN CORPORATION
OR AS A DEALER IN SECURITIES IN ANY JURISDICTION IN WHICH IT IS NOT SO QUALIFIED
OR TO SUBJECT ITSELF TO TAXATION IN RESPECT OF DOING BUSINESS IN ANY
JURISDICTION IN WHICH IT IS NOT OTHERWISE SO SUBJECT.
28
(I)
COOPERATE WITH THE INVESTORS TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED TO
A TRANSFEREE PURSUANT TO A REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE
FREE, TO THE EXTENT PERMITTED BY THIS AGREEMENT AND UNDER LAW, OF ALL
RESTRICTIVE LEGENDS, AND TO ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS
AND REGISTERED IN SUCH NAMES AS ANY SUCH INVESTORS MAY REASONABLY REQUEST.
(J)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED IN SECTION 6.2(C)(VII), AS
PROMPTLY AS REASONABLY POSSIBLE, PREPARE A SUPPLEMENT OR AMENDMENT, INCLUDING A
POST-EFFECTIVE AMENDMENT, TO THE REGISTRATION STATEMENT OR A SUPPLEMENT TO THE
RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS
THEREAFTER DELIVERED, NEITHER THE REGISTRATION STATEMENT NOR SUCH PROSPECTUS
WILL CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(K)
COOPERATE WITH ANY REASONABLE DUE DILIGENCE INVESTIGATION UNDERTAKEN BY
THE INVESTORS IN CONNECTION WITH THE SALE OF REGISTRABLE SECURITIES, INCLUDING,
WITHOUT LIMITATION, BY MAKING AVAILABLE DOCUMENTS AND INFORMATION; PROVIDED THAT
THE COMPANY WILL NOT DELIVER OR MAKE AVAILABLE TO ANY INVESTOR MATERIAL,
NONPUBLIC INFORMATION UNLESS SUCH INVESTOR REQUESTS IN ADVANCE IN WRITING TO
RECEIVE MATERIAL, NONPUBLIC INFORMATION AND AGREES TO KEEP SUCH INFORMATION
CONFIDENTIAL.
(L)
COMPLY WITH ALL RULES AND REGULATIONS OF THE SEC APPLICABLE TO THE
REGISTRATION OF THE SECURITIES.
(M)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO
COMPLETE THE REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE
REGISTRABLE SECURITIES OF ANY PARTICULAR INVESTOR OR TO MAKE ANY EVENT PAYMENTS
SET FORTH IN SECTION 6.1(E) TO SUCH INVESTOR THAT SUCH INVESTOR FURNISH TO THE
COMPANY THE INFORMATION SPECIFIED IN EXHIBITS B-1, B-2 AND B-3 HERETO AND SUCH
OTHER INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES AND OTHER SHARES
OF COMMON STOCK HELD BY IT AND THE INTENDED METHOD OF DISPOSITION OF