COMPANY WITH SUCH
INFORMATION AS MAY BE REQUIRED IN CONNECTION WITH SUCH REGISTRATION STATEMENT
AND WILL COOPERATE TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AT
THE EARLIEST PRACTICABLE TIME.
THE COMPANY SHALL USE ITS BEST EFFORTS TO KEEP
THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNTIL THE EARLIER OF THE DATE
ON WHICH ALL THE PURCHASED SHARES AND WARRANT SHARES COVERED THEREBY HAVE BEEN
SOLD OR CAN BE SOLD PUBLICLY UNDER RULE 144(K) OF THE SECURITIES ACT.
NOT LESS
THAN FIVE (5) BUSINESS DAYS PRIOR TO THE FILING OF THE REGISTRATION STATEMENT OR
ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, THE COMPANY SHALL
FURNISH VIA E-MAIL TO CIMSA COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED,
WHICH DOCUMENTS (OTHER THAN ANY DOCUMENT THAT IS INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE THEREIN)
WILL BE SUBJECT TO THE REVIEW OF CIMSA.
THE
COMPANY SHALL REFLECT IN EACH SUCH DOCUMENT WHEN SO FILED WITH THE SEC SUCH
COMMENTS REGARDING CIMSA AND THE PLAN OF DISTRIBUTION AS CIMSA MAY REASONABLY
AND PROMPTLY PROPOSE NO LATER THAN TWO BUSINESS DAYS AFTER CIMSA HAS BEEN SO
FURNISHED WITH COPIES OF SUCH DOCUMENTS AS AFORESAID.
PRIOR TO ANY PUBLIC
OFFERING OF REGISTRABLE SECURITIES, THE COMPANY SHALL USE ITS BEST EFFORTS TO
REGISTER OR QUALIFY OR COOPERATE WITH CIMSA IN CONNECTION WITH THE REGISTRATION
OR QUALIFICATION (OR EXEMPTION FROM SUCH
18
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 CIMSA REQUESTS IN WRITING, TO KEEP EACH SUCH REGISTRATION OR
QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE FOR SO LONG AS REQUIRED, 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. THE
COMPANY SHALL COOPERATE WITH CIMSA TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED TO
A TRANSFEREE PURSUANT TO THE REGISTRATION STATEMENT (OR ANY OTHER REGISTRATION
STATEMENT COVERING THE RESALE OF THE REGISTRABLE SECURITIES), 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 CIMSA MAY REASONABLY REQUEST. THE
COMPANY SHALL PAY ALL FEES AND EXPENSES INCIDENT TO THE PERFORMANCE OF OR
COMPLIANCE WITH THIS SECTION BY THE COMPANY, INCLUDING WITHOUT LIMITATION
(A) ALL REGISTRATION AND FILING FEES AND EXPENSES, INCLUDING WITHOUT LIMITATION
THOSE RELATED TO FILINGS WITH THE SEC, ANY TRADING MARKET ON WHICH THE COMMON
SHARES ARE LISTED