HOLDERS IN CONNECTION WITH THE
REGISTRATION OR QUALIFICATION (OR EXEMPTION FROM THE REGISTRATION OR
QUALIFICATION) OF SUCH REGISTRABLE SECURITIES FOR THE RESALE BY THE HOLDER UNDER
THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES
AS ANY HOLDER REASONABLY REQUESTS IN WRITING, TO KEEP EACH SUCH 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 THE
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.
(H)
IF REQUESTED BY THE HOLDERS, COOPERATE WITH
THE HOLDERS TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO
THE 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.
(I)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 3(C)(V), 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. IF THE COMPANY NOTIFIES THE HOLDERS IN
ACCORDANCE WITH CLAUSES (II) THROUGH (V) OF SECTION 3(C) ABOVE TO SUSPEND THE
USE OF ANY PROSPECTUS UNTIL THE REQUISITE CHANGES TO SUCH PROSPECTUS HAVE BEEN
MADE, THEN THE HOLDERS SHALL SUSPEND USE OF SUCH PROSPECTUS.
THE COMPANY WILL
USE ITS BEST COMMERCIAL EFFORTS TO ENSURE THAT THE USE OF THE PROSPECTUS MAY BE
RESUMED AS PROMPTLY AS IS PRACTICABLE.
THE COMPANY SHALL BE ENTITLED TO
EXERCISE ITS RIGHT UNDER THIS SECTION 3(I) TO SUSPEND THE AVAILABILITY OF A
REGISTRATION STATEMENT AND PROSPECTUS, FOR A PERIOD NOT TO EXCEED 60 DAYS (WHICH
NEED NOT BE CONSECUTIVE DAYS) IN ANY 12 MONTH PERIOD.
(J)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION.
F-5
(K)
THE COMPANY MAY REQUIRE EACH HOLDER TO
FURNISH TO THE COMPANY A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY SUCH HOLDER AND THE PERSON THEREOF THAT HAS
VOTING AND DISPOSITIVE CONTROL OVER THE SHARES.
4.
REGISTRATION EXPENSES.
ALL FEES AND
EXPENSES INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE