SUCH REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE
SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS WITHIN THE UNITED STATES AS ANY INVESTOR REQUESTS IN WRITING, TO
KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE
FOR SO LONG AS REQUIRED, BUT NOT TO EXCEED THE DURATION OF THE EFFECTIVENESS
PERIOD, AND TO DO ANY AND ALL OTHER ACTS OR THINGS REASONABLY NECESSARY OR
ADVISABLE TO ENABLE THE DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE
SECURITIES COVERED BY A REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE OBLIGATED TO FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS
OR TO QUALIFY AS A FOREIGN CORPORATION OR AS A DEALER IN SECURITIES IN ANY
JURISDICTION IN WHICH IT IS NOT SO QUALIFIED OR TO SUBJECT ITSELF TO TAXATION IN
RESPECT OF DOING BUSINESS IN ANY JURISDICTION IN WHICH IT IS NOT OTHERWISE SO
SUBJECT.
(I)
COOPERATE WITH THE INVESTORS TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO A
REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT
PERMITTED BY THIS AGREEMENT AND UNDER LAW, OF ALL RESTRICTIVE LEGENDS, AND TO
ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN
SUCH NAMES AS ANY SUCH INVESTORS MAY REASONABLY REQUEST.
(J)
UPON THE OCCURRENCE OF ANY EVENT
DESCRIBED IN SECTION 6.2(C)(VII), AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A
SUPPLEMENT OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED, NEITHER THE
REGISTRATION STATEMENT NOR SUCH PROSPECTUS WILL CONTAIN AN 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 LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
26
(K)
COOPERATE WITH ANY REASONABLE DUE DILIGENCE
INVESTIGATION UNDERTAKEN BY THE INVESTORS IN CONNECTION WITH THE SALE OF
REGISTRABLE SECURITIES, INCLUDING, WITHOUT LIMITATION, BY MAKING AVAILABLE
DOCUMENTS AND INFORMATION; PROVIDED THAT THE COMPANY WILL NOT DELIVER OR MAKE
AVAILABLE TO ANY INVESTOR MATERIAL, NONPUBLIC INFORMATION UNLESS SUCH INVESTOR
SPECIFICALLY REQUESTS IN ADVANCE TO RECEIVE MATERIAL, NONPUBLIC INFORMATION IN
WRITING.
(L)
COMPLY WITH ALL RULES AND REGULATIONS OF
THE SEC APPLICABLE TO THE REGISTRATION OF THE SECURITIES.
6.3
REGISTRATION EXPENSES.
THE COMPANY SHALL
PAY ALL FEES AND EXPENSES INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE WITH
ARTICLE VI OF THIS AGREEMENT BY THE COMPANY, INCLUDING WITHOUT LIMITATION
(A) ALL REGISTRATION AND FILING FEES AND EXPENSES, INCLUDING WITHOUT LIMITATION
THOSE RELATED TO FILINGS WITH THE SEC, OF ANY TRADING MARKET AND IN CONNECTION
WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (B) PRINTING EXPENSES
(INCLUDING WITHOUT LIMITATION EXPENSES OF PRINTING CERTIFICATES FOR REGISTRABLE
SECURITIES) EXCEPT AS LIMITED BY SECTION 6.2(E), (C) MESSENGER, TELEPHONE AND
DELIVERY EXPENSES, (D) FEES AND DISBURSEMENTS OF COUNSEL