TO PREVENT DISCLOSURE OF, OR
TO OBTAIN A PROTECTIVE ORDER COVERING SUCH INFORMATION.
(I)
THE COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
MAINTAIN DESIGNATION AND QUOTATION OF ALL THE REGISTRABLE SECURITIES COVERED BY
ANY REGISTRATION STATEMENT ON THE PRINCIPAL MARKET. THE COMPANY SHALL PAY ALL
FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS OBLIGATIONS UNDER THIS
AGREEMENT.
Page 4 of 10
(J)
THE COMPANY SHALL PROVIDE A TRANSFER AGENT FOR ALL THE
REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF THE FIRST
REGISTRATION STATEMENT FILED PURSUANT HERETO.
(K)
IF REQUESTED BY THE INVESTOR, THE COMPANY SHALL (I) AS SOON AS
REASONABLY PRACTICAL INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT SUCH INFORMATION AS THE INVESTOR REASONABLY DETERMINES SHOULD BE
INCLUDED THEREIN RELATING TO THE SALE AND DISTRIBUTION OF REGISTRABLE
SECURITIES, INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT TO THE
OFFERING OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH OFFERING; (II) MAKE
ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT
AS SOON AS REASONABLY POSSIBLE AFTER BEING NOTIFIED OF THE MATTERS TO BE
INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT; AND
(III) SUPPLEMENT OR MAKE AMENDMENTS TO ANY REGISTRATION STATEMENT IF REASONABLY
REQUESTED BY THE INVESTOR.
(L)
THE COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE REGISTRABLE SECURITIES COVERED BY THE APPLICABLE REGISTRATION
STATEMENT TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES
OR AUTHORITIES AS MAY BE NECESSARY TO FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES.
(M)
THE COMPANY SHALL OTHERWISE USE ALL COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN
CONNECTION WITH ANY REGISTRATION HEREUNDER.
(N)
WITHIN ONE (1) BUSINESS DAY AFTER THE REGISTRATION STATEMENT
WHICH INCLUDES REGISTRABLE SECURITIES IS DECLARED EFFECTIVE BY THE SEC, THE
COMPANY SHALL DELIVER TO THE TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES,
WITH COPIES TO THE INVESTOR, A WRITTEN NOTIFICATION THAT SUCH REGISTRATION
STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC.
SECTION 4.
OBLIGATIONS OF THE INVESTOR.
(A)
AT LEAST FIVE (5) CALENDAR DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF THE REGISTRATION STATEMENT THE COMPANY SHALL NOTIFY THE INVESTOR
IN WRITING OF THE INFORMATION THE COMPANY REQUIRES FROM THE INVESTOR FOR THE
REGISTRATION STATEMENT.
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 AND THE INVESTOR AGREES TO FURNISH TO THE COMPANY
THAT INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES AND THE INTENDED
METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES AS SHALL REASONABLY BE
REQUIRED TO EFFECT THE REGISTRATION OF THE RESALE OF SUCH REGISTRABLE SECURITIES
AND THE INVESTOR SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH
REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST. THE INVESTOR COVENANTS AND
AGREES THAT, IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES BY IT
PURSUANT TO THE REGISTRATION STATEMENT, IT SHALL COMPLY WITH THE "PLAN OF
DISTRIBUTION" SECTION OF THE THEN CURRENT PROSPECTUS RELATING TO SUCH
REGISTRATION STATEMENT.
(B)
THE INVESTOR, BY ITS