SALE OR DISPOSITION OF THE REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT;
(D)
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 OR TAKE ANY ACTION THAT WOULD SUBJECT IT TO
TAXATION IN ANY JURISDICTION WHERE IT IS NOT THEN SUBJECT;
(E)
LIST THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT WITH ANY SECURITIES EXCHANGE ON WHICH THE COMMON
STOCK OF THE COMPANY IS THEN LISTED;
(F)
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
6
(G)
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
OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL PUBLICLY AVAILABLE,
NON-CONFIDENTIAL INFORMATION REASONABLY REQUESTED BY THE ATTORNEY, ACCOUNTANT OR
AGENT OF THE PURCHASER.
4.
Information to be provided by each
Holder.
The Company may require each Holder to furnish to the Company such
information regarding such Holder and the distribution of such Holder's
Registrable Securities as the Company may from time to time reasonably required
for inclusion in a Registration Statement.
In addition, each Holder shall
complete, execute and deliver all such other documents and undertakings as the
Company may deem necessary or desirable for purposes of compliance with Federal
and state securities laws.
The Company may exclude from a Registration
Statement the Registrable Securities of any Holder that fails to furnish such
information or complete, execute or deliver to the Company such other documents
and undertakings within a reasonable time (which in any event shall not exceed
ten (10)
business days) after receiving the Company's request for same and the
Company shall thereafter not have any obligation to include such Registrable
Securities in any Registration Statement.
5.
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 FEES OF THE COMPANY'S COUNSEL) INCURRED
IN CONNECTION WITH COMPLYING WITH STATE SECURITIES OR