CUSTOMARILY GIVEN IN AN UNDERWRITTEN PUBLIC OFFERING, INCLUDING A STANDARD
"RULE 10B-5" OPINION FOR SUCH OFFERING, ADDRESSED TO SUCH INVESTOR;
(F)
NOTIFY INVESTOR PROMPTLY UPON THE REGISTRATION STATEMENT, AND ANY
POST-EFFECTIVE AMENDMENT THERETO, BEING DECLARED EFFECTIVE BY THE SEC;
(G)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
THE REGISTRATION STATEMENT AND THE PROSPECTUS CONTAINED IN SUCH REGISTRATION
STATEMENT AND TAKE SUCH OTHER ACTION, IF ANY, AS MAY BE NECESSARY TO KEEP THE
REGISTRATION STATEMENT EFFECTIVE UNTIL THE EARLIER OF (I) THE DATE ON WHICH THE
SHARES MAY BE RESOLD BY THE INVESTOR WITHOUT REGISTRATION AND WITHOUT REGARD TO
ANY VOLUME LIMITATIONS BY REASON OF RULE 144(K) UNDER THE SECURITIES ACT OR ANY
OTHER RULE OF SIMILAR EFFECT, (II) ALL OF THE SHARES HAVE BEEN SOLD PURSUANT TO
THE REGISTRATION STATEMENT OR RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER
RULE OF SIMILAR EFFECT, OR (III) THE SECOND ANNIVERSARY OF THE CLOSING DATE;
(H)
PROMPTLY FURNISH TO THE INVESTOR WITH RESPECT TO THE SHARES
REGISTERED UNDER THE REGISTRATION STATEMENT SUCH REASONABLE NUMBER OF COPIES OF
THE PROSPECTUS, INCLUDING ANY SUPPLEMENTS TO OR AMENDMENTS OF THE PROSPECTUS, IN
ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE
SHARES BY THE INVESTOR;
(I)
DURING THE PERIOD WHEN COPIES OF THE PROSPECTUS ARE REQUIRED TO
BE DELIVERED UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, FILE ALL DOCUMENTS
REQUIRED TO BE FILED WITH THE SEC PURSUANT TO SECTION 13, 14 OR 15 OF THE
EXCHANGE ACT WITHIN THE TIME PERIODS REQUIRED BY THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER;
(J)
FILE DOCUMENTS REQUIRED OF THE COMPANY FOR CUSTOMARY BLUE SKY
CLEARANCE IN ALL STATES REQUIRING BLUE SKY CLEARANCE AND PROVIDE EVIDENCE OF
SUCH FILINGS PROMPTLY UPON REQUEST OF THE INVESTOR; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE REQUIRED
26
TO QUALIFY TO DO BUSINESS OR CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION
IN WHICH IT IS NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED; AND
(K)
PASS ALL EXPENSES IN CONNECTION WITH THE PROCEDURES IN PARAGRAPHS
(A) THROUGH (I) OF THIS SECTION 6.12 AND THE REGISTRATION OF THE SHARES PURSUANT
TO THE REGISTRATION STATEMENT TO THE INVESTOR, BY PROVIDING DETAILED RECEIPTS
FOR THE EXPENSES INCURRED.
SECTION 6.13
RESERVATION AND LISTING OF SHARES.
(A)
THE COMPANY SHALL MAINTAIN A RESERVE FROM ITS DULY AUTHORIZED SHARES OF
COMMON STOCK FOR ISSUANCE PURSUANT TO THE TRANSACTION DOCUMENTS IN SUCH AMOUNT
AS MAY BE REQUIRED TO FULFILL ITS OBLIGATIONS IN FULL UNDER THE TRANSACTION
DOCUMENTS.
(B)
THE COMPANY SHALL, IF APPLICABLE: (I) IN THE TIME AND MANNER REQUIRED BY
THE PRINCIPAL TRADING MARKET, PREPARE AND FILE WITH SUCH TRADING MARKET AN
ADDITIONAL SHARES LISTING APPLICATION COVERING A NUMBER OF SHARES OF COMMON
STOCK AT LEAST EQUAL TO THE REQUIRED MINIMUM ON THE DATE OF SUCH APPLICATION,
(II) TAKE ALL STEPS NECESSARY TO CAUSE SUCH SHARES OF COMMON STOCK TO BE
APPROVED FOR LISTING ON SUCH TRADING MARKET AS SOON AS