(OTHER THAN REGISTRATION DELAY PAYMENTS PAYABLE PURSUANT TO
EVENTS THAT ARE WITHIN THE CONTROL OF THE COMPANY, SUCH AS SOLELY FOR THE
PURPOSES OF AN EXAMPLE, FAILURE TO FILE ANY REGISTRATION STATEMENT REQUIRED
HEREBY) EXCEED, IN THE AGGREGATE, 10% OF THE AGGREGATE PURCHASE PRICE.
12.
RELATED OBLIGATIONS.
At such time as the Company is obligated to file a Registration Statement with
the SEC pursuant to Section 2(a), 2(b) or 2(e), the Company will use its best
efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:
(A)
THE COMPANY SHALL PROMPTLY PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES AND USE ITS BEST EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT RELATING TO THE REGISTRABLE SECURITIES TO
BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH FILING (BUT IN NO EVENT LATER
THAN THE EFFECTIVENESS DEADLINE).
THE COMPANY SHALL KEEP EACH REGISTRATION
STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE EARLIER OF (I)
THE DATE AS OF WHICH THE INVESTORS MAY SELL ALL OF THE REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT TO RULE
144(K) (OR ANY SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT OR (II) THE
DATE ON WHICH THE INVESTORS SHALL HAVE SOLD ALL OF THE REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT (THE "REGISTRATION PERIOD").
THE COMPANY
SHALL ENSURE THAT EACH REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN) 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 THE CASE OF
PROSPECTUSES, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE) NOT
MISLEADING.
THE TERM "BEST EFFORTS" SHALL MEAN, AMONG OTHER THINGS, THAT THE
COMPANY SHALL SUBMIT TO THE SEC, WITHIN THREE (3) BUSINESS DAYS AFTER THE LATER
OF THE DATE THAT (I) THE COMPANY LEARNS THAT NO REVIEW OF A PARTICULAR
REGISTRATION STATEMENT WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF
HAS NO FURTHER COMMENTS ON A PARTICULAR REGISTRATION STATEMENT, AS THE CASE MAY
BE AND (II) THE APPROVAL OF LEGAL COUNSEL PURSUANT TO SECTION 3(C) (WHICH
APPROVAL IS IMMEDIATELY SOUGHT AND SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED), A REQUEST FOR ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT TO A TIME AND DATE NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF
SUCH REQUEST.
(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 1933 ACT, AS MAY BE
NECESSARY TO KEEP SUCH
A-6
REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD,
AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH RESPECT
TO THE