ITS REASONABLE BEST EFFORTS, SUBJECT TO
RECEIPT OF NECESSARY INFORMATION FROM THE INVESTOR, TO CAUSE THE REGISTRATION
STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER THE REGISTRATION
DEMAND DATE; PROVIDED, HOWEVER, THAT THE REGISTRATION STATEMENT SHALL NOT BE
DECLARED EFFECTIVE UNTIL AT LEAST THE NINETIETH (90TH) DAY AFTER THE CLOSING
DATE;
(C)
USE ITS REASONABLE BEST EFFORTS TO PREPARE
AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AND TAKE ALL SUCH
OTHER ACTIONS AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CURRENT AND
EFFECTIVE FOR A PERIOD (THE "REGISTRATION PERIOD") ENDING ON THE EARLIER OF
(I) THE REGISTRATION TERMINATION DATE AND (II) THE DATE ON WHICH THE INVESTOR
HAS COMPLETED THE DISTRIBUTION RELATED THERETO. FOR PURPOSES OF THIS AGREEMENT,
THE "REGISTRATION TERMINATION DATE" SHALL BE THE LATER OF (X) THE TWO- (2)-YEAR
ANNIVERSARY OF THE CLOSING DATE, AND (Y) THE DATE THAT ALL OF THE SHARES BECOME
ELIGIBLE FOR SALE PURSUANT TO RULE 144 DURING ANY ONE (1) NINETY- (90)-DAY
PERIOD;
(D)
PROMPTLY FURNISH TO THE INVESTOR WITH
RESPECT TO THE SHARES REGISTERED UNDER THE REGISTRATION STATEMENT SUCH
REASONABLE NUMBER OF COPIES OF THE REGISTRATION STATEMENT AND PROSPECTUS,
INCLUDING ANY PRELIMINARY PROSPECTUS AND ANY SUPPLEMENTS TO OR
13
amendments of the Prospectus or Registration Statement, in order to facilitate
the public sale or other disposition of all or any of such Shares by the
Investor;
(E)
PROMPTLY TAKE SUCH ACTION AS MAY BE
NECESSARY TO QUALIFY, OR OBTAIN, AN EXEMPTION FOR THE SHARES UNDER SUCH OF THE
STATE SECURITIES LAWS OF UNITED STATES JURISDICTIONS AS SHALL BE NECESSARY TO
QUALIFY, OR OBTAIN AN EXEMPTION FOR, THE SALE OF THE SHARES IN STATES SPECIFIED
IN WRITING BY THE INVESTOR; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED 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;
(F)
BEAR ALL EXPENSES IN CONNECTION WITH THE
PROCEDURES IN PARAGRAPHS (A) THROUGH (E) OF THIS SECTION 7.1 AND THE
REGISTRATION OF THE SHARES PURSUANT TO THE 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 THE NASD); (II) FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL
SECURITIES AND STATE SECURITIES, OR "BLUE SKY," LAWS; (III) EXPENSES OF PRINTING
(INCLUDING PRINTING CERTIFICATES FOR THE SHARES AND PROSPECTUSES); (IV) ALL
APPLICATION AND FILING FEES IN CONNECTION WITH LISTING THE SHARES WITH THE
NASDAQ NATIONAL MARKET AND (V) ALL FEES AND DISBURSEMENTS OF COUNSEL OF THE
COMPANY AND THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY;
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 SHARES. THE COMPANY SHALL, IN ANY EVENT, BEAR ITS INTERNAL
EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND