SKY" LAWS OF
SUCH JURISDICTIONS IN THE UNITED STATES AS ANY REGISTERING COVERED PERSON
HOLDING SUCH REGISTRABLE SECURITIES OR EACH UNDERWRITER, IF ANY, REASONABLY (IN
LIGHT OF SUCH MEMBER'S INTENDED PLAN OF DISTRIBUTION) REQUESTS AND (II) CAUSE
SUCH REGISTRABLE SECURITIES TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER
GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY BY VIRTUE OF THE
BUSINESS AND OPERATIONS OF THE COMPANY AND DO ANY AND ALL OTHER ACTS AND THINGS
THAT MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH REGISTERING COVERED
PERSON TO CONSUMMATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH
PERSON, PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO (A) QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO
QUALIFY BUT FOR THIS SECTION 2.5(E), (B) SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION OR (C) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH
JURISDICTION.
11
(F)
THE COMPANY SHALL IMMEDIATELY NOTIFY EACH
REGISTERING COVERED PERSON HOLDING SUCH REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT OR EACH UNDERWRITER, IF ANY, AT ANY TIME WHEN A
PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES
ACT, OF THE OCCURRENCE OF AN EVENT REQUIRING THE PREPARATION OF A SUPPLEMENT OR
AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS
OF SUCH REGISTRABLE SECURITIES, SUCH PROSPECTUS WILL NOT CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING AND
PROMPTLY PREPARE AND MAKE AVAILABLE TO EACH SUCH REGISTERING COVERED PERSON OR
UNDERWRITER, IF ANY, AND FILE WITH THE SEC ANY SUCH SUPPLEMENT OR AMENDMENT.
(G)
THE REQUESTING HOLDER SHALL SELECT AN
UNDERWRITER OR UNDERWRITERS IN CONNECTION WITH ANY PUBLIC OFFERING.
IN
CONNECTION WITH ANY PUBLIC OFFERING, THE COMPANY SHALL ENTER INTO CUSTOMARY
AGREEMENTS (INCLUDING AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM) AND TAKE SUCH
ALL OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO EXPEDITE OR FACILITATE
THE DISPOSITION OF SUCH REGISTRABLE SECURITIES IN ANY SUCH PUBLIC OFFERING,
INCLUDING IF NECESSARY THE ENGAGEMENT OF A "QUALIFIED INDEPENDENT UNDERWRITER"
IN CONNECTION WITH THE QUALIFICATION OF THE UNDERWRITING ARRANGEMENTS WITH
FINRA.
(H)
SUBJECT TO THE EXECUTION OF CONFIDENTIALITY
AGREEMENTS SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY IN THE EXERCISE OF
ITS GOOD FAITH JUDGMENT, PURSUANT TO THE REASONABLE REQUEST OF THE REQUESTING
HOLDER OR UNDERWRITER (IF ANY), THE COMPANY WILL GIVE TO EACH REGISTERING
COVERED PERSON, EACH UNDERWRITER (IF ANY) AND THEIR RESPECTIVE COUNSEL AND
ACCOUNTANTS (I) REASONABLE AND CUSTOMARY ACCESS TO ITS BOOKS AND RECORDS AND
(II) SUCH OPPORTUNITIES TO DISCUSS THE BUSINESS OF THE COMPANY WITH ITS
DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL AND THE INDEPENDENT PUBLIC ACCOUNTANTS
WHO HAVE CERTIFIED ITS FINANCIAL STATEMENTS, AS SHALL BE APPROPRIATE, IN THE
REASONABLE JUDGMENT OF COUNSEL TO SUCH REGISTERING COVERED PERSON OR
UNDERWRITER, TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY.
(I)
THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO FURNISH