INCLUDED ON THE REGISTRATION STATEMENT FOR RESALE BY SUCH INVESTOR IS AT LEAST
EQUAL TO ALL OF THE REGISTRABLE SECURITIES ISSUED OR ISSUABLE UPON CONVERSION OF
SUCH INVESTOR'S PREFERRED STOCK (WITHOUT GIVING EFFECT TO ANY LIMITATIONS ON
CONVERSION CONTAINED IN THE CERTIFICATE OF DESIGNATION).
IF THE COMPANY FAILS
TO REDEEM ANY OF SUCH PREFERRED STOCK WITHIN FIVE BUSINESS DAYS AFTER ITS
RECEIPT OF A MANDATORY REDEMPTION NOTICE, THEN SUCH INVESTOR SHALL BE ENTITLED
TO THE REMEDIES PROVIDED IN ARTICLE VII.C OF THE CERTIFICATE OF DESIGNATION.
(C)
THE COMPANY SHALL FURNISH TO EACH INITIAL
INVESTOR AND THE INITIAL INVESTORS' COUNSEL (DEFINED IN SECTION 3(G)), PROMPTLY
AFTER THE SAME IS PREPARED AND PUBLICLY DISTRIBUTED, FILED WITH THE SEC OR
RECEIVED BY THE COMPANY, AS APPLICABLE, ONE COPY OF THE REGISTRATION STATEMENT
AND ANY AMENDMENT THERETO, EACH PRELIMINARY PROSPECTUS AND PROSPECTUS AND EACH
AMENDMENT OR SUPPLEMENT THERETO, AND, IN THE CASE OF THE REGISTRATION STATEMENT
REQUIRED TO BE FILED PURSUANT TO SECTION 2(A), EACH LETTER WRITTEN BY OR ON
BEHALF OF THE COMPANY TO THE SEC OR THE STAFF OF THE SEC (INCLUDING, WITHOUT
LIMITATION, ANY REQUEST TO ACCELERATE THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT OR AMENDMENT THERETO), AND EACH ITEM OF CORRESPONDENCE FROM THE SEC OR
THE STAFF OF THE SEC, IN EACH CASE RELATING TO THE REGISTRATION STATEMENT (OTHER
THAN ANY PORTION THEREOF THAT CONTAINS INFORMATION FOR WHICH THE COMPANY HAS
SOUGHT CONFIDENTIAL TREATMENT).
THE COMPANY SHALL FURNISH TO EACH INVESTOR
WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN THE REGISTRATION STATEMENT AND THE
INITIAL INVESTORS' COUNSEL (I) ON THE NEXT BUSINESS DAY AFTER THE DATE OF
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO, A NOTICE
STATING THAT THE REGISTRATION STATEMENT OR AMENDMENT HAS BEEN DECLARED
EFFECTIVE, AND (II) SUCH NUMBER OF COPIES OF A PROSPECTUS, INCLUDING A
PRELIMINARY PROSPECTUS, ALL AMENDMENTS AND SUPPLEMENTS THERETO AND ALL SUCH
OTHER DOCUMENTS AS SUCH INVESTOR MAY REASONABLY REQUEST IN ORDER TO FACILITATE
THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH INVESTOR.
5
(D)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
(I) REGISTER AND QUALIFY THE REGISTRABLE SECURITIES COVERED BY ANY REGISTRATION
STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS
IN THE UNITED STATES AS EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING
OFFERED REASONABLY REQUESTS, (II) PREPARE AND FILE IN THOSE JURISDICTIONS SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH
REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE
EFFECTIVENESS THEREOF DURING THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN
EFFECT AT ALL TIMES DURING THE REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER
ACTIONS REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES
FOR SALE IN SUCH JURISDICTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO (A) QUALIFY TO DO
BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY
BUT FOR THIS SECTION 3(D), (B) SUBJECT ITSELF TO GENERAL TAXATION