CONSENT TO SERVICE OF PROCESS IN ANY
JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED,
SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION OR PROVIDE ANY
UNDERTAKINGS THAT CAUSE THE COMPANY UNDUE EXPENSE OR BURDEN;
(F)
BEAR ALL EXPENSES IN CONNECTION WITH THE PROCEDURES IN PARAGRAPHS (A)
THROUGH (E) AND (G) OF THIS SECTION 5.1 AND THE REGISTRATION OF THE REGISTRABLE
SECURITIES PURSUANT TO THE
13
REGISTRATION STATEMENT, REGARDLESS OF WHETHER A REGISTRATION STATEMENT BECOMES
EFFECTIVE, INCLUDING WITHOUT LIMITATION: (I) ALL REGISTRATION AND FILING FEES
AND EXPENSES (INCLUDING FILINGS MADE WITH AMEX); (II) FEES AND EXPENSES OF
COMPLIANCE WITH FEDERAL SECURITIES AND STATE "BLUE SKY" OR SECURITIES LAWS;
(III) EXPENSES OF PRINTING (INCLUDING PRINTING CERTIFICATES FOR THE REGISTRABLE
SECURITIES AND PROSPECTUSES); (IV) ALL APPLICATION AND FILING FEES, IF ANY, IN
CONNECTION WITH LISTING OF THE REGISTRABLE SECURITIES WITH AMEX; (V) ALL FEES
AND DISBURSEMENTS OF COUNSEL OF THE COMPANY AND INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY; AND (VI) UP TO $5,000 IN FEES AND DISBURSEMENTS OF
ONE COUNSEL REPRESENTING ALL INVESTORS IN THE OFFERING; PROVIDED, HOWEVER, THAT
THE INVESTOR SHALL BE RESPONSIBLE FOR PAYING THE UNDERWRITING COMMISSIONS OR
BROKERAGE FEES, AND TAXES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, TRANSFER
TAXES) APPLICABLE TO ANY DISPOSITION, SALE OR TRANSFER OF THE INVESTOR'S
REGISTRABLE SECURITIES. THE COMPANY SHALL, IN ANY EVENT, BEAR ITS INTERNAL
EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS
OFFICERS AND EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES);
(G)
ADVISE THE INVESTOR PROMPTLY, BUT IN ANY EVENT WITHIN TWO BUSINESS DAYS BY
E-MAIL, FAX OR OTHER TYPE OF COMMUNICATION, AND, IF REQUESTED BY SUCH PERSON,
CONFIRM SUCH ADVICE IN WRITING: (I) AFTER IT SHALL RECEIVE NOTICE OR OBTAIN
KNOWLEDGE OF THE ISSUANCE OF ANY STOP ORDER BY THE SEC DELAYING OR SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR OF THE INITIATION OR THREAT
OF ANY PROCEEDING FOR THAT PURPOSE, OR ANY OTHER ORDER ISSUED BY ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY SUSPENDING THE QUALIFICATION
OR EXEMPTION FROM QUALIFICATION OF SUCH REGISTRABLE SECURITIES UNDER STATE
SECURITIES OR "BLUE SKY" LAWS; AND IT WILL PROMPTLY USE ITS COMMERCIALLY
REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER ORDER OR
TO OBTAIN ITS WITHDRAWAL AT THE EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER OR
OTHER ORDER SHOULD BE ISSUED; (II) WHEN THE PROSPECTUS OR ANY SUPPLEMENTS TO OR
AMENDMENTS OF THE PROSPECTUS HAVE BEEN FILED, AND, WITH RESPECT TO THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO, WHEN THE SAME
HAS BECOME EFFECTIVE; AND (III) WHEN THE SEC NOTIFIES THE COMPANY WHETHER THERE
WILL BE A "REVIEW" OF SUCH REGISTRATION STATEMENT AND WHENEVER THE SEC COMMENTS
IN WRITING ON SUCH REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE TRUE AND
COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES THERETO TO THE INVESTOR THAT
PERTAIN TO THE INVESTOR AS A SELLING STOCKHOLDER OR TO THE PLAN OF DISTRIBUTION,
BUT NOT INFORMATION WHICH THE COMPANY BELIEVES WOULD CONSTITUTE MATERIAL AND
NON-PUBLIC INFORMATION);