PROMPTLY TO FURNISH TO THE COMPANY ALL
INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE THE INFORMATION PREVIOUSLY
FURNISHED TO THE COMPANY BY SUCH NOTICE HOLDER NOT MISLEADING AND ANY OTHER
INFORMATION REGARDING SUCH NOTICE HOLDER AND THE DISTRIBUTION OF SUCH
REGISTRABLE SECURITIES AS THE COMPANY MAY FROM TIME TO TIME REASONABLY REQUEST.
ANY SALE OF ANY REGISTRABLE SECURITIES BY ANY HOLDER SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY BY SUCH HOLDER THAT THE HOLDER INFORMATION OF SUCH
HOLDER FURNISHED IN WRITING BY OR ON BEHALF OF SUCH HOLDER TO THE COMPANY DOES
NOT INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS IN SUCH HOLDER INFORMATION, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
5.
REGISTRATION EXPENSES.
THE COMPANY SHALL BEAR ALL FEES AND
EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE BY THE COMPANY OF ITS
OBLIGATIONS UNDER SECTION 2 AND SECTION 3 OF THIS AGREEMENT WHETHER OR NOT ANY
OF THE SHELF REGISTRATION STATEMENTS ARE FILED OR DECLARED EFFECTIVE UNDER THE
SECURITIES ACT. SUCH FEES AND EXPENSES ("REGISTRATION EXPENSES") SHALL INCLUDE,
WITHOUT LIMITATION, (I) ALL REGISTRATION AND FILING FEES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES (X) WITH RESPECT TO FILINGS
REQUIRED TO BE MADE WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
AND (Y) OF COMPLIANCE WITH FEDERAL SECURITIES LAWS AND STATE SECURITIES OR BLUE
SKY LAWS (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF
COUNSEL FOR THE HOLDERS IN CONNECTION WITH BLUE SKY QUALIFICATIONS OF THE
REGISTRABLE SECURITIES UNDER THE LAWS OF SUCH JURISDICTIONS AS THE NOTICE
HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD PURSUANT TO A
SHELF REGISTRATION STATEMENT MAY DESIGNATE), (II) ALL PRINTING EXPENSES
(INCLUDING, WITHOUT LIMITATION, EXPENSES OF PRINTING CERTIFICATES FOR
21
REGISTRABLE SECURITIES IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST
COMPANY AND PRINTING PROSPECTUSES), (III) ALL DUPLICATION AND MAILING EXPENSES
RELATING TO COPIES OF ANY SHELF REGISTRATION STATEMENT OR PROSPECTUS DELIVERED
TO ANY HOLDERS HEREUNDER, (IV) ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, (V) ALL FEES AND DISBURSEMENTS OF THE TRUSTEE AND ITS COUNSEL AND OF
THE REGISTRAR AND TRANSFER AGENT FOR THE COMMON STOCK AND (VI) SECURITIES ACT
LIABILITY INSURANCE OBTAINED BY THE COMPANY IN ITS SOLE DISCRETION. IN ADDITION,
THE COMPANY SHALL PAY THE INTERNAL EXPENSES OF THE COMPANY (INCLUDING, WITHOUT
LIMITATION, ALL SALARIES AND EXPENSES OF OFFICERS AND EMPLOYEES PERFORMING LEGAL
OR ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT OR QUARTERLY REVIEW, THE
FEES AND EXPENSES INCURRED IN CONNECTION WITH THE LISTING BY THE COMPANY OF THE
REGISTRABLE SECURITIES ON ANY SECURITIES EXCHANGE OR QUOTATION SYSTEM ON WHICH
SIMILAR SECURITIES OF THE COMPANY ARE THEN LISTED AND THE FEES AND EXPENSES OF
ANY PERSON, INCLUDING, WITHOUT LIMITATION, SPECIAL EXPERTS, RETAINED BY THE
COMPANY.
IF THE COMPANY SHALL, PURSUANT TO RULE 456(B), DEFER PAYMENT OF ANY
REGISTRATION FEES DUE UNDER THE SECURITIES ACT WITH RESPECT TO ANY REGISTRATION
STATEMENT, THE COMPANY