ADDRESSED TO
SUCH INVESTOR, AND (II) AN OPINION, DATED AS OF SUCH DATE, OF COUNSEL
REPRESENTING THE COMPANY FOR PURPOSES OF SUCH REGISTRATION STATEMENT, IN FORM,
SCOPE AND SUBSTANCE AS IS 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
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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