SECTION 13(A) OR 15(D) OF THE EXCHANGE ACT, IT WILL PREPARE
AND FURNISH TO THE HOLDERS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE
144(C) PROMULGATED UNDER THE SECURITIES ACT ANNUAL AND QUARTERLY FINANCIAL
STATEMENTS, TOGETHER WITH A DISCUSSION AND ANALYSIS OF SUCH FINANCIAL STATEMENTS
IN FORM AND SUBSTANCE SUBSTANTIALLY SIMILAR TO THOSE THAT WOULD OTHERWISE BE
REQUIRED TO BE INCLUDED IN REPORTS REQUIRED BY SECTION 13(A) OR 15(D) OF THE
EXCHANGE ACT, AS WELL AS ANY OTHER INFORMATION REQUIRED THEREBY, IN THE TIME
PERIOD THAT SUCH FILINGS WOULD HAVE BEEN REQUIRED TO HAVE BEEN MADE UNDER THE
EXCHANGE ACT. THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER
ACTION AS ANY HOLDER MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED FROM
TIME TO TIME TO ENABLE SUCH PERSON TO SELL SHARES AND WARRANT SHARES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS
PROVIDED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT, INCLUDING COMPLIANCE
WITH THE PROVISIONS OF THE PURCHASE AGREEMENT RELATING TO THE TRANSFER OF THE
SHARES AND WARRANT SHARES.
(L)
THE COMPANY MAY REQUIRE EACH SELLING HOLDER TO FURNISH TO THE
COMPANY A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED BY SUCH HOLDER AND ANY AFFILIATE THEREOF AND AS TO ANY NASD
AFFILIATIONS AND OF ANY NATURAL PERSONS WHO HAVE THE POWER TO VOTE OR DISPOSE OF
THE COMMON STOCK, AND THE COMPANY HAS THE RIGHT TO INCLUDE SUCH INFORMATION IN
ANY REGISTRATION STATEMENTS AND TO OTHERWISE PROVIDE SUCH INFORMATION TO THE
COMMISSION.
4.
REGISTRATION EXPENSES.
ALL FEES AND EXPENSES INCIDENT TO THE
COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT
(EXCLUDING ANY UNDERWRITING DISCOUNTS AND SELLING COMMISSIONS AND ALL LEGAL FEES
AND EXPENSES OF LEGAL COUNSEL FOR ANY HOLDER) SHALL BE BORNE BY THE COMPANY
WHETHER OR NOT ANY REGISTRABLE SECURITIES ARE SOLD PURSUANT TO A REGISTRATION
STATEMENT.
THE FEES AND EXPENSES REFERRED TO IN THE FOREGOING SENTENCE SHALL
INCLUDE, WITHOUT LIMITATION, (I) ALL REGISTRATION AND FILING FEES (INCLUDING,
WITHOUT LIMITATION, FEES AND EXPENSES (A) WITH RESPECT TO FILINGS REQUIRED TO BE
MADE WITH THE SECURITIES EXCHANGES ON WHICH THE COMMON STOCK IS THEN LISTED FOR
TRADING, AND (B) IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY
LAWS), (II) PRINTING EXPENSES (INCLUDING, WITHOUT LIMITATION, EXPENSES OF
PRINTING CERTIFICATES FOR REGISTRABLE SECURITIES AND OF PRINTING PROSPECTUSES IF
THE PRINTING OF PROSPECTUSES IS REASONABLY REQUESTED BY THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT),
(III) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (IV) FEES AND
8
DISBURSEMENTS OF COUNSEL FOR THE COMPANY, (V) SECURITIES ACT LIABILITY
INSURANCE, IF THE COMPANY SO DESIRES SUCH INSURANCE, AND (VI) FEES AND EXPENSES
OF ALL OTHER PERSONS RETAINED BY THE COMPANY IN CONNECTION WITH THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
IN ADDITION, THE COMPANY
SHALL BE RESPONSIBLE FOR ALL OF ITS INTERNAL EXPENSES INCURRED IN CONNECTION
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ALL