ADVOCATE WITH THE SEC FOR THE REGISTRATION OF ALL OF THE
REGISTRABLE SECURITIES IN ACCORDANCE WITH THE SEC GUIDANCE, INCLUDING WITHOUT
LIMITATION, THE MANUAL OF PUBLICLY AVAILABLE TELEPHONE INTERPRETATIONS D.29.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF ANY SEC GUIDANCE
IMPOSES A LIMITATION ON THE NUMBER OF REGISTRABLE SECURITIES PERMITTED TO BE
REGISTERED ON A PARTICULAR REGISTRATION STATEMENT AS A SECONDARY OFFERING (AND
NOTWITHSTANDING THAT THE COMPANY USED BEST EFFORTS TO ADVOCATE WITH THE SEC FOR
THE REGISTRATION OF ALL OR A GREATER NUMBER OF REGISTRABLE SECURITIES), THE
NUMBER OF REGISTRABLE SECURITIES TO BE REGISTERED ON SUCH REGISTRATION STATEMENT
SHALL BE REDUCED IN THE FOLLOWING ORDER OF PRIORITY (EACH, A "CUT BACK"):
(I) ALL WARRANT SHARES HELD BY INVESTORS WHO ARE NOT QUALIFIED INVESTORS ON A
PRO RATA BASIS; (II) ALL SHARES ISSUED TO INVESTORS WHO ARE NOT QUALIFIED
INVESTORS ON A PRO RATA BASIS; (III) THE WARRANT SHARES HELD BY QUALIFIED
INVESTORS ON A PRO RATA BASIS; (IV) THE CURRENT QUALIFIED SHARES ON A PRO RATA
BASIS; AND (V) THE SHARES ISSUED TO QUALIFIED INVESTORS PURSUANT TO THIS
AGREEMENT (THE "CUT BACK SHARES"), PROVIDED THAT THE COMPANY SHALL HAVE AN
ONGOING OBLIGATION TO REGISTER THE REMAINING REGISTRABLE SECURITIES IN ONE OR
MORE ADDITIONAL REGISTRATION STATEMENTS TO BE FILED WITHIN 30 DAYS OF THE
COMPANY BECOMING ELIGIBLE TO DO SO (THE "SPRINGING DATE"), WITH SUCH SUBSEQUENT
REGISTRATION STATEMENT(S) TO BE DECLARED EFFECTIVE WITHIN 90 DAYS FROM THE
SPRINGING DATE, OR AS OTHERWISE PROVIDED IN THIS AGREEMENT.
THE INVESTOR
ACKNOWLEDGES AND AGREES THAT THE PAYMENT OF LATE REGISTRATION PAYMENTS SHALL NOT
BE TRIGGERED BY THE OCCURRENCE OF A CUT BACK;
16
(E)
FURNISH TO THE INVESTOR WITH RESPECT
TO THE REGISTRABLE SECURITIES REGISTERED UNDER THE REGISTRATION STATEMENT SUCH
NUMBER OF COPIES OF THE PROSPECTUS (INCLUDING PRELIMINARY AND SUPPLEMENTAL
PROSPECTUSES AND PROSPECTUS AMENDMENTS) AS THE INVESTOR MAY REASONABLY REQUEST,
IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE
REGISTRABLE SECURITIES BY THE INVESTOR;
(F)
FILE DOCUMENTS REQUIRED OF THE
COMPANY FOR NORMAL BLUE SKY CLEARANCE IN STATES AS SHALL BE REASONABLY
APPROPRIATE IN THE OPINION OF THE COMPANY AND ITS LEGAL COUNSEL; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY TO DO BUSINESS OR
CONSENT TO GENERAL SERVICE OF PROCESS IN ANY JURISDICTION IN WHICH IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 6(F);
(G)
BEAR ALL EXPENSES (OTHER THAN
UNDERWRITING DISCOUNTS AND COMMISSIONS, IF ANY) IN CONNECTION WITH THE
PROCEDURES IN THIS SECTION 6.1 AND THE REGISTRATION OF THE REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT, AND OTHERWISE WITH RESPECT TO
ANY ACTION REQUIRED OF THE COMPANY PURSUANT TO THIS SECTION 6;
(H)
ADVISE THE INVESTOR, PROMPTLY AFTER IT
SHALL RECEIVE NOTICE OF THE ISSUANCE OF ANY STOP ORDER BY THE SEC OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY DELAYING OR SUSPENDING THE EFFECTIVENESS
OF THE REGISTRATION STATEMENT OR OF THE INITIATION OF ANY PROCEEDING FOR THAT
PURPOSE; AND IT WILL PROMPTLY USE ITS