Financial Industry Regulatory
Authority, Inc.), powers of attorney, indemnities (but only in the same manner
and to the same extent as set forth in Section 7(b)), underwriting agreements
and other documents reasonably required under the terms of such underwriting
arrangements.
(e)
Plan of Distribution.
The intended method
or methods of disposition and/or sale (Plan of Distribution) of the Registrable
Securities contained in the Registration Statement to be filed hereunder shall
be in the form attached hereto as Exhibit A, with only such modifications and
changes as expressly agreed by the Company and the Investor Representative.
(f)
Legal Counsel.
Subject to Section 6
hereof, the Investor Representative shall have the right to select one legal
counsel in connection with any offering pursuant to this Section 2 ("Legal
Counsel"), which shall be Finn Dixon & Herling LLP or such other counsel as
hereafter designated by the Investor Representative.
The Company shall
reasonably cooperate with Legal Counsel in performing the Company's obligations
under this Agreement.
3.
RELATED OBLIGATIONS.
At such time as
the Company is obligated to file a Registration Statement with the SEC pursuant
to Section 2 or Section 3(p), the Company will use its reasonable best efforts
to effect the registration of the Registrable Securities covered by such
Registration Statement in accordance with the intended method of disposition
thereof and the Company shall have the following additional obligations:
(A)
THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO KEEP THE REGISTRATION STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL
TIMES FROM THE EFFECTIVE DATE UNTIL THE DATE ON WHICH THE INVESTORS SHALL HAVE
SOLD ALL THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT (THE
"REGISTRATION PERIOD"), WHICH REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN), AT THE TIME IT IS
FIRST FILED WITH THE SEC, AT THE TIME IT IS ORDERED EFFECTIVE BY THE SEC AND AT
ALL TIMES DURING WHICH IT IS REQUIRED TO BE EFFECTIVE HEREUNDER (AND EACH SUCH
AMENDMENT AND SUPPLEMENT AT THE TIME IT IS FILED WITH THE SEC AND AT ALL TIMES
DURING WHICH IT IS AVAILABLE FOR USE IN CONNECTION WITH THE OFFER AND SALE OF
THE REGISTRABLE SECURITIES) SHALL NOT CONTAIN ANY 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 IN WHICH
THEY WERE MADE, NOT MISLEADING.
IF THE REGISTRATION STATEMENT IS NO LONGER
EFFECTIVE DURING THE REGISTRATION PERIOD, THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO CAUSE A NEW REGISTRATION STATEMENT TO BECOME EFFECTIVE PURSUANT
TO SECTION 2 OR SECTION 3(P) AS PROMPTLY AS PRACTICABLE.
(B)
THE COMPANY SHALL PREPARE AND FILE WITH THE
SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424
PROMULGATED UNDER THE SECURITIES ACT, AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE