LEGAL COUNSEL HAS
REASONABLE OBJECTIONS TO DISCLOSURES IN THE REGISTRATION STATEMENT RELATING TO
(I) THE REGISTRABLE SECURITIES OR THE PREFERRED SHARES OR (II) THE INVESTORS.
THE COMPANY SHALL FURNISH TO LEGAL COUNSEL, WITHOUT CHARGE, (I) ANY
CORRESPONDENCE FROM THE SEC OR THE STAFF OF THE SEC TO THE COMPANY OR ITS
REPRESENTATIVES RELATING TO ANY REGISTRATION STATEMENT, (II) PROMPTLY AFTER THE
SAME IS PREPARED AND FILED WITH THE SEC, ONE COPY OF ANY REGISTRATION STATEMENT
AND ANY AMENDMENT(S) THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL
DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS AND (III) UPON THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT, ONE COPY OF THE PROSPECTUS INCLUDED
IN SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO.
THE
COMPANY SHALL REASONABLY COOPERATE WITH LEGAL COUNSEL IN PERFORMING THE
COMPANY'S OBLIGATIONS PURSUANT TO THIS SECTION 3.
(D)
THE COMPANY SHALL FURNISH, WITHOUT CHARGE, TO EACH INVESTOR
SELLING REGISTRABLE SECURITIES AND EACH UNDERWRITER, IF ANY, SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN
EACH CASE INCLUDING ALL EXHIBITS), THE PROSPECTUS INCLUDED IN SUCH REGISTRATION
STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS AND ANY SUMMARY PROSPECTUS) AND
ANY OTHER PROSPECTUS FILED UNDER RULE 424 UNDER THE SECURITIES ACT, EACH FREE
WRITING PROSPECTUS UTILIZED IN CONNECTION THEREWITH, IN EACH CASE, IN CONFORMITY
WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND OTHER DOCUMENTS, AS SUCH
INVESTOR OR UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC
SALE OR OTHER DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH INVESTOR;
(E)
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE SUCH REGISTRABLE
SECURITIES TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES
OR AUTHORITIES AS MAY BE NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT; PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO (X) QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3(E), (Y) SUBJECT ITSELF
TO GENERAL TAXATION IN ANY SUCH JURISDICTION, OR (Z) FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH JURISDICTION.
(F)
THE COMPANY SHALL NOTIFY LEGAL COUNSEL AND EACH INVESTOR IN
WRITING OF THE HAPPENING OF ANY EVENT, AS PROMPTLY AS PRACTICABLE AFTER BECOMING
AWARE OF SUCH EVENT, AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN A
REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN
6
UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION 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 (PROVIDED
THAT IN NO EVENT SHALL SUCH NOTICE CONTAIN ANY MATERIAL, NONPUBLIC INFORMATION),
AND PROMPTLY PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT TO
CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND DELIVER SUCH NUMBER OF COPIES OF
SUCH SUPPLEMENT OR AMENDMENT TO LEGAL COUNSEL AND EACH INVESTOR AS LEGAL COUNSEL
OR SUCH INVESTOR MAY REASONABLY REQUEST.
THE COMPANY