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.
(K)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED IN SECTION 3(D)(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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(L)
COOPERATE WITH ANY REASONABLE DUE DILIGENCE INVESTIGATION UNDERTAKEN BY THE
HOLDERS IN CONNECTION WITH THE SALE OF REGISTRABLE SECURITIES, INCLUDING WITHOUT
LIMITATION BY MAKING AVAILABLE ANY DOCUMENTS AND INFORMATION REASONABLY
REQUESTED; PROVIDED THAT THE
7
COMPANY WILL NOT DELIVER OR MAKE AVAILABLE TO ANY HOLDER MATERIAL, NONPUBLIC
INFORMATION UNLESS SUCH HOLDER SPECIFICALLY REQUESTS IN ADVANCE TO RECEIVE
MATERIAL, NONPUBLIC INFORMATION.
(M)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION.
4.
REGISTRATION EXPENSES.
EXCEPT AS OTHERWISE PROVIDED IN THE TRANSACTION
DOCUMENTS, ALL FEES AND EXPENSES INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE
WITH THIS AGREEMENT BY THE COMPANY SHALL BE BORNE BY THE COMPANY WHETHER OR NOT
ANY REGISTRABLE SECURITIES ARE SOLD PURSUANT TO THE REGISTRATION STATEMENT.
THE
FEES AND EXPENSES REFERRED TO IN THE FOREGOING SENTENCE SHALL INCLUDE, WITHOUT
LIMITATION, (A) ALL REGISTRATION AND FILING FEES (INCLUDING, WITHOUT LIMITATION,
FEES AND EXPENSES (I) WITH RESPECT TO FILINGS REQUIRED TO BE MADE WITH ANY
TRADING MARKET, AND (II) IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS (INCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL FOR
THE COMPANY IN CONNECTION WITH BLUE SKY QUALIFICATIONS OR EXEMPTIONS OF THE
REGISTRABLE SECURITIES AND DETERMINATION OF THE ELIGIBILITY OF THE REGISTRABLE
SECURITIES FOR INVESTMENT UNDER THE LAWS OF SUCH JURISDICTIONS AS REQUESTED BY
THE HOLDERS )), (B) PRINTING EXPENSES (INCLUDING, WITHOUT LIMITATION, EXPENSES
OF PRINTING CERTIFICATES FOR REGISTRABLE SECURITIES AND OF PRINTING PROSPECTUSES
REQUESTED BY THE HOLDERS), (C) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (D)
FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY, AND (E) FEES AND EXPENSES OF
ALL OTHER PERSONS RETAINED BY THE COMPANY IN CONNECTION WITH THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE HOLDERS SHALL BE
RESPONSIBLE FOR ALL FEES AND EXPENSES OF PURCHASER COUNSEL.
5.
INDEMNIFICATION
(A)
INDEMNIFICATION BY THE COMPANY.
THE COMPANY SHALL, NOTWITHSTANDING ANY
TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS EACH HOLDER, THE
OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS, BROKERS (INCLUDING BROKERS WHO
OFFER AND SELL REGISTRABLE SECURITIES AS PRINCIPAL AS A RESULT OF A PLEDGE OR
ANY FAILURE TO PERFORM UNDER A MARGIN CALL OF COMMON