OFFERING AND SALE OF THE
REGISTRABLE SHARES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT
THERETO TO THE EXTENT PERMITTED BY FEDERAL AND STATE SECURITIES LAWS AND
REGULATIONS.
(I)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER AND QUALIFY (OR
OBTAIN AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION) THE REGISTRABLE
SHARES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF THE STATES OF RESIDENCE
OF EACH INVESTOR AND SUCH OTHER U.S. JURISDICTIONS AS EACH INVESTOR SHALL
REASONABLY REQUEST, TO KEEP SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION
THEREFROM) EFFECTIVE DURING THE PERIODS EACH REGISTRATION STATEMENT IS
EFFECTIVE, AND DO ANY AND ALL OTHER ACTS OR THINGS WHICH MAY BE REASONABLY
NECESSARY OR ADVISABLE TO ENABLE EACH INVESTOR TO CONSUMMATE THE PUBLIC SALE OR
OTHER DISPOSITION OF REGISTRABLE SHARES IN SUCH JURISDICTIONS, PROVIDED THAT THE
COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO
TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN
ANY SUCH STATES OR JURISDICTIONS WHERE IT IS NOT THEN QUALIFIED OR SUBJECT TO
PROCESS.
(J)
COOPERATE WITH THE INVESTORS TO FACILITATE THE TIMELY PREPARATION
AND DELIVERY OF CERTIFICATES REPRESENTING THE REGISTRABLE SHARES TO BE DELIVERED
TO A TRANSFEREE PURSUANT TO A REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL
BE FREE, TO THE EXTENT PERMITTED BY THE SECURITIES PURCHASE AGREEMENT AND
APPLICABLE LAW, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE SUCH REGISTRABLE
SHARES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS SUCH
INVESTORS MAY REQUEST.
(K)
COOPERATE WITH ANY REASONABLE DUE DILIGENCE INVESTIGATION
UNDERTAKEN BY THE INVESTORS, ANY MANAGING UNDERWRITER PARTICIPATING IN ANY
DISPOSITION PURSUANT TO A REGISTRATION STATEMENT, INVESTORS' COUNSEL AND ANY
ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY INVESTORS OR ANY MANAGING
UNDERWRITER, IN CONNECTION WITH THE SALE OF THE REGISTRABLE SHARES, INCLUDING,
WITHOUT LIMITATION, MAKING AVAILABLE ANY DOCUMENTS AND INFORMATION; PROVIDED,
HOWEVER, THAT THE COMPANY WILL NOT DELIVER OR MAKE AVAILABLE TO ANY INVESTOR
MATERIAL, NONPUBLIC INFORMATION UNLESS SUCH INVESTOR SPECIFICALLY REQUESTS AND
CONSENTS IN ADVANCE IN WRITING TO RECEIVE SUCH MATERIAL, NONPUBLIC INFORMATION
AND, IF REQUESTED BY THE COMPANY, SUCH INVESTOR AGREES IN WRITING TO TREAT SUCH
INFORMATION AS CONFIDENTIAL.
(L)
AT THE REQUEST OF A PERMITTED TRANSFEREE OF AN INVESTOR TO
INCLUDE SUCH TRANSFEREE AS A SELLING STOCKHOLDER, THE COMPANY SHALL AMEND ANY
REGISTRATION STATEMENT TO INCLUDE SUCH TRANSFEREE AS A SELLING STOCKHOLDER IN
SUCH REGISTRATION STATEMENT.
(M)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN ALL
MATERIAL RESPECTS.
(N)
MAKE AVAILABLE FOR INSPECTION BY EACH INVESTOR, ANY UNDERWRITER
PARTICIPATING IN ANY DISPOSITION PURSUANT TO ANY REGISTRATION HEREUNDER, AND ANY
ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY SUCH INVESTOR OR ANY SUCH
UNDERWRITER (COLLECTIVELY, THE "INSPECTORS"), ALL FINANCIAL AND OTHER
7
RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AND ANY OF
ITS SUBSIDIARIES (COLLECTIVELY, THE "RECORDS") AS SHALL BE REASONABLY NECESSARY
TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY, AND CAUSE THE
OFFICERS, DIRECTORS AND EMPLOYEES OF THE COMPANY TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY