PROVIDED NOTICE TO THE HOLDER NOT LESS THAN
FIVE (5) BUSINESS DAYS PRIOR TO THE RECORD DATE THEREOF.
6.
STATE SECURITIES LAWS.
SUBJECT TO THE
CONDITIONS SET FORTH IN THIS AGREEMENT, THE COMPANY SHALL, IN CONNECTION WITH
THE FILING OF ANY REGISTRATION STATEMENT HEREUNDER, FILE SUCH DOCUMENTS AS MAY
BE NECESSARY TO REGISTER OR QUALIFY THE REGISTRABLE SHARES UNDER THE SECURITIES
OR "BLUE SKY" LAWS OF SUCH STATES AS THE HOLDERS MAY REASONABLY REQUEST IN
CONNECTION WITH THE OFFER AND SALE OF REGISTRABLE SHARES PURSUANT TO THE
INTENDED METHODS OF DISPOSITION BY THE HOLDERS AS SET FORTH IN THE APPLICABLE
REGISTRATION STATEMENT, AND THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE SUCH FILINGS TO BECOME EFFECTIVE IN A TIMELY MANNER; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A
CONDITION THERETO TO (A) QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT
WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 6, (B) SUBJECT
ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION, (C) FILE A GENERAL CONSENT
TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION (OTHER THAN CUSTOMARY CONSENTS TO
SERVICE OF PROCESS FILED WITH STATE SECURITIES ADMINISTRATORS), (D) PROVIDE ANY
UNDERTAKINGS THAT ARE NOT CUSTOMARY IN SIMILAR REGISTRATIONS OF SECURITIES AND
CAUSE THE COMPANY UNDUE EXPENSE OR BURDEN, OR (E) MAKE ANY CHANGE IN ITS CHARTER
OR BYLAWS, WHICH IN EACH CASE THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES
TO BE CONTRARY TO THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS. ONCE
EFFECTIVE, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO KEEP
SUCH FILINGS EFFECTIVE UNTIL THE EARLIER OF (X) SUCH TIME AS ALL OF THE
REGISTRABLE SHARES SO REGISTERED HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE HOLDERS AS SET FORTH IN THE APPLICABLE
REGISTRATION STATEMENT, (Y) IN THE CASE OF A PARTICULAR STATE, THE APPLICABLE
HOLDERS HAVE NOTIFIED THE COMPANY THAT THEY NO LONGER REQUIRE AN EFFECTIVE
FILING IN SUCH STATE IN ACCORDANCE WITH THEIR ORIGINAL REQUEST FOR FILING OR
(Z) THE DATE ON WHICH THE APPLICABLE REGISTRATION STATEMENT CEASES TO BE
EFFECTIVE.
7.
LISTING.
THE COMPANY'S COMMON STOCK IS
CURRENTLY LISTED FOR TRADING ON THE NYSE AMEX, AND THE COMPANY HAS LISTED ALL OF
THE REGISTRABLE SHARES FOR TRADING ON THE NYSE AMEX, OTHER THAN THE REGISTRABLE
SHARES ISSUABLE UPON EXERCISE OF THE SECOND WARRANT WHICH THE COMPANY SHALL
CAUSE TO BE LISTED FOR TRADING ON THE NYSE AMEX WITHIN SIXTY (60) DAYS AFTER THE
EXECUTION OF THIS AGREEMENT.
SHOULD THE COMMON STOCK BE LISTED OR OTHERWISE
ELIGIBLE FOR FULL
10
TRADING PRIVILEGES ON ANY OTHER SECURITIES EXCHANGE,, THE COMPANY SHALL, NOT
LATER THAN TEN (10) BUSINESS DAYS AFTER THE DATE ON WHICH THE REGISTRABLE SHARES
ARE ISSUED BY THE COMPANY TO THE HOLDER, CAUSE THE REGISTRABLE SHARES TO BE
LISTED FOR TRADING.
THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CONTINUE THE LISTING OR TRADING PRIVILEGE FOR ALL REGISTRABLE SHARES ON THE NYSE
AMEX