TO THE PURCHASER SUCH NUMBER OF COPIES OF THE REGISTRATION STATEMENT AND
THE PROSPECTUS INCLUDED THEREIN (INCLUDING EACH PRELIMINARY PROSPECTUS) AS THE
PURCHASER REASONABLY MAY REQUEST TO FACILITATE THE PUBLIC SALE OR DISPOSITION OF
THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT;
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE PURCHASER'S
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER THE
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AS
THE PURCHASER MAY REASONABLY REQUEST, PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT FOR ANY SUCH PURPOSE BE REQUIRED TO QUALIFY GENERALLY TO TRANSACT BUSINESS
AS A FOREIGN CORPORATION IN ANY JURISDICTION WHERE IT IS NOT SO QUALIFIED OR TO
CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION;
LIST THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT WITH ANY
SECURITIES EXCHANGE ON WHICH THE COMMON STOCK OF THE COMPANY IS THEN LISTED;
IMMEDIATELY NOTIFY THE PURCHASER AT ANY TIME WHEN A PROSPECTUS RELATING THERETO
IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OF THE HAPPENING OF ANY
EVENT OF WHICH THE COMPANY HAS KNOWLEDGE AS A RESULT OF WHICH THE PROSPECTUS
CONTAINED IN SUCH REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES THEN EXISTING; AND
MAKE AVAILABLE FOR INSPECTION BY THE PURCHASER AND ANY ATTORNEY, ACCOUNTANT OR
OTHER AGENT RETAINED BY THE PURCHASER, ALL PUBLICLY AVAILABLE, NON-CONFIDENTIAL
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY, AND CAUSE THE COMPANY'S
10EE-4
OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL PUBLICLY AVAILABLE,
NON-CONFIDENTIAL INFORMATION REASONABLY REQUESTED BY THE ATTORNEY, ACCOUNTANT OR
AGENT OF THE PURCHASER.
REGISTRATION EXPENSES.
ALL EXPENSES RELATING TO THE COMPANY'S COMPLIANCE WITH
SECTIONS 2 AND 3 HEREOF, INCLUDING, WITHOUT LIMITATION, ALL REGISTRATION AND
FILING FEES, PRINTING EXPENSES, FEES AND DISBURSEMENTS OF COUNSEL AND
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY, FEES AND EXPENSES (INCLUDING
REASONABLE COUNSEL FEES) INCURRED IN CONNECTION WITH COMPLYING WITH STATE
SECURITIES OR "BLUE SKY" LAWS, FEES OF THE NASD, TRANSFER TAXES, FEES OF
TRANSFER AGENTS AND REGISTRARS, FEES OF, AND DISBURSEMENTS INCURRED BY, ONE
COUNSEL FOR THE HOLDERS ARE CALLED "REGISTRATION EXPENSES". ALL SELLING
COMMISSIONS APPLICABLE TO THE SALE OF REGISTRABLE SECURITIES, INCLUDING ANY FEES
AND DISBURSEMENTS OF ANY SPECIAL COUNSEL TO THE HOLDERS BEYOND THOSE INCLUDED IN
REGISTRATION EXPENSES, ARE CALLED "SELLING EXPENSES."
THE COMPANY SHALL ONLY BE
RESPONSIBLE FOR REGISTRATION EXPENSES.
INDEMNIFICATION.
IN THE EVENT OF A REGISTRATION OF ANY REGISTRABLE SECURITIES UNDER THE
SECURITIES ACT PURSUANT TO THIS AGREEMENT, THE COMPANY WILL INDEMNIFY AND HOLD
HARMLESS THE PURCHASER, AND ITS OFFICERS, DIRECTORS AND EACH OTHER PERSON, IF
ANY, WHO CONTROLS THE PURCHASER WITHIN THE MEANING OF THE SECURITIES ACT,
AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH
THE PURCHASER, OR SUCH PERSONS MAY BECOME SUBJECT UNDER THE SECURITIES ACT OR
OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS,