SHALL BE REASONABLY
REQUESTED BY PURCHASER, TO KEEP SUCH REGISTRATION OR QUALIFICATION IN EFFECT FOR
SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN EFFECT, AND TO TAKE ANY OTHER
ACTION WHICH MAY BE REASONABLY NECESSARY TO ENABLE PURCHASER TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE SECURITIES OWNED BY PURCHASER; PROVIDED
THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH STATES OR JURISDICTIONS;
14
(E)
AFTER THE FILING OF THE REGISTRATION STATEMENT, THE COMPANY WILL
PROMPTLY NOTIFY PURCHASER OF ANY STOP ORDER ISSUED OR THREATENED BY THE SEC AND
SHALL TAKE ALL COMMERCIALLY REASONABLE ACTIONS REQUIRED TO PREVENT THE ENTRY OF
SUCH STOP ORDER OR TO REMOVE IT IF ENTERED.
(F)
THE COMPANY SHALL CAUSE THE SHARES TO BE LISTED ON EACH
SECURITIES EXCHANGE ON WHICH COMPANY COMMON STOCK IS THEN LISTED.
(G)
THE COMPANY SHALL PROMPTLY NOTIFY PURCHASER:
(1)
AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE
DELIVERED UNDER THE ACT, OF THE EXISTENCE OF ANY FACT OF WHICH THE COMPANY IS
AWARE OR THE OCCURRENCE OF AN EVENT REQUIRING THE PREPARATION OF A SUPPLEMENT OR
AMENDMENT TO EITHER THE REGISTRATION STATEMENT OR RELATED PROSPECTUS SO THAT, AS
THEREAFTER DELIVERED TO THE PURCHASERS OF THE SHARES, SUCH REGISTRATION
STATEMENT OR RELATED PROSPECTUS, BOTH AS THEN IN EFFECT, WILL NOT CONTAIN AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENT THEREIN, IN LIGHT OF THE
CIRCUMSTANCES THEN EXISTING, NOT MISLEADING AND PROMPTLY MAKE AVAILABLE TO
PURCHASER A REASONABLE NUMBER OF COPIES OF ANY SUCH SUPPLEMENT OR AMENDMENT;
(2)
WHEN ANY REGISTRATION STATEMENT FILED PURSUANT TO THIS SECTION 6
OR ANY AMENDMENT THERETO (OTHER THAN THROUGH THE INCORPORATION BY REFERENCE
THEREIN OF ANY REPORT, STATEMENT OR OTHER DOCUMENT REQUIRED TO BE FILED PURSUANT
TO THE EXCHANGE ACT AND THE RULES AND REGULATIONS THEREUNDER) HAS BEEN FILED
WITH THE SEC AND WHEN SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BECOME EFFECTIVE; AND
(3)
of any request by the SEC for amendments or supplements to any
registration statement or the prospectus included therein; and
(4)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE COMPANY
COMMON STOCK FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF
ANY PROCEEDING FOR SUCH PURPOSE.
(H)
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROCURE
THE COOPERATION OF THE COMPANY'S TRANSFER AGENT IN SETTLING ANY OFFERING OR SALE
OF SHARES, INCLUDING WITH RESPECT TO THE TRANSFER OF PHYSICAL STOCK CERTIFICATES
INTO BOOK-ENTRY FORM IN ACCORDANCE WITH ANY PROCEDURES REASONABLY REQUESTED BY
PURCHASER.
(I)
ALL REGISTRATION EXPENSES INCURRED IN CONNECTION WITH THE
REGISTRATION HEREUNDER SHALL BE BORNE BY THE COMPANY.
"REGISTRATION EXPENSES"
MEANS THE FOLLOWING EXPENSES INCURRED BY THE COMPANY IN EFFECTING ANY
REGISTRATION