IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION (OR EXEMPTION FROM THE REGISTRATION OR QUALIFICATION) OF SUCH
REGISTRABLE SECURITIES FOR THE RESALE OR SALE BY THE HOLDER, AS APPLICABLE,
UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED
STATES AS ANY HOLDER REASONABLY REQUESTS IN WRITING, TO KEEP EACH REGISTRATION
OR QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS
PERIOD AND TO DO ANY AND ALL OTHER ACTS OR THINGS REASONABLY NECESSARY TO ENABLE
THE DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY
EACH REGISTRATION STATEMENT; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO
QUALIFIED, SUBJECT THE COMPANY TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION
WHERE IT IS NOT THEN SO SUBJECT OR FILE A GENERAL CONSENT TO SERVICE OF PROCESS
IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SUBJECT.
(I)
COOPERATE WITH THE HOLDERS 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 THE PURCHASE
AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE SUCH REGISTRABLE SECURITIES
TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS ANY SUCH HOLDERS MAY
REQUEST.
(J)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY THIS SECTION 3, AS PROMPTLY AS REASONABLY POSSIBLE UNDER THE
CIRCUMSTANCES TAKING INTO ACCOUNT THE COMPANY'S GOOD FAITH ASSESSMENT OF ANY
ADVERSE CONSEQUENCES TO THE COMPANY AND ITS STOCKHOLDERS OF THE PREMATURE
DISCLOSURE OF SUCH EVENT, PREPARE A SUPPLEMENT OR AMENDMENT, INCLUDING A
POST-EFFECTIVE AMENDMENT, TO A 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 A 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
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(K)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION.
(L)
CAUSE ALL REGISTRABLE SECURITIES
RELATING TO THE REGISTRATION STATEMENT TO BE LISTED ON THE NASDAQ GLOBAL MARKET,
OR OTHER TRADING MARKET ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE
THEN LISTED.
(M)
IN CONNECTION WITH THE FILING OF A
REGISTRATION STATEMENT, THE COMPANY MAY REQUIRE EACH SELLING HOLDER TO FURNISH
TO THE COMPANY A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED BY SUCH HOLDER AND, IF REQUIRED BY THE COMMISSION, THE PERSON
THEREOF THAT HAS VOTING AND DISPOSITIVE CONTROL OVER THE SHARES. DURING ANY
PERIODS THAT THE COMPANY IS UNABLE TO MEET ITS OBLIGATIONS HEREUNDER WITH
RESPECT TO THE REGISTRATION OF THE REGISTRABLE SECURITIES SOLELY BECAUSE ANY
HOLDER FAILS TO FURNISH SUCH INFORMATION WITHIN THREE TRADING DAYS OF THE
COMPANY'S REQUEST, ANY LIQUIDATED DAMAGES THAT ARE