SUCH DISCLOSURE IS MADE IN CONNECTION WITH
A COURT PROCEEDING OR REQUIRED BY LAW, OR SUCH INFORMATION BECOMES AVAILABLE TO
THE PUBLIC GENERALLY (OTHER THAN BY ANY ACTION BY SUCH HOLDER, ATTORNEY,
ACCOUNTANT OR AGENT) OR THROUGH A THIRD PARTY WITHOUT AN ACCOMPANYING OBLIGATION
OF CONFIDENTIALITY, PROVIDED, FURTHER THAT PRIOR NOTICE SHALL BE PROVIDED AS
SOON AS POSSIBLE TO THE COMPANY OF THE POTENTIAL DISCLOSURE OF ANY INFORMATION
BY SUCH HOLDER, ATTORNEY, ACCOUNTANT OR AGENT PURSUANT TO COURT PROCEEDING OR
LEGAL REQUIREMENT IN ORDER TO PERMIT THE COMPANY TO OBTAIN A PROTECTIVE ORDER
WITH RESPECT TO SUCH POTENTIAL DISCLOSURE. THE FOREGOING INSPECTION AND
INFORMATION GATHERING SHALL BE COORDINATED ON BEHALF OF THE HOLDERS AND THE
OTHER PARTIES ENTITLED THERETO BY ONE COUNSEL, WHO SHALL BE A
NATIONALLY-RECOGNIZED LAW FIRM WITH SPECIALIZATION IN SECURITIES LAWS CHOSEN BY
THE COMPANY.
(O)
THE COMPANY WILL USE ALL REASONABLE BEST EFFORTS TO CAUSE THE
COMMON STOCK ISSUABLE UPON CONVERSION OF THE SECURITIES TO BE LISTED ON EACH
SECURITIES EXCHANGE, OVER-THE-COUNTER MARKET, OR RESPECTIVE COUNTERPART, IF ANY,
ON WHICH ANY SHARES OF COMMON STOCK ARE THEN LISTED.
10
(P)
THE COMPANY SHALL USE ALL REASONABLE BEST EFFORTS TO TAKE ALL
OTHER STEPS NECESSARY TO EFFECT THE REGISTRATION, OFFERING AND SALE OF
REGISTRABLE SECURITIES COVERED BY THE SHELF REGISTRATION STATEMENT CONTEMPLATED
HEREBY.
5.
REGISTRATION EXPENSES. (A)
ALL EXPENSES INCIDENT TO THE
COMPANY'S PERFORMANCE OF AND COMPLIANCE WITH THIS AGREEMENT WILL BE BORNE BY THE
COMPANY, REGARDLESS OF WHETHER A REGISTRATION STATEMENT IS EVER FILED OR BECOMES
EFFECTIVE, INCLUDING WITHOUT LIMITATION:
(I)
ALL REGISTRATION AND FILING FEES AND EXPENSES;
(II)
ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL SECURITIES AND STATE
"BLUE SKY" OR SECURITIES LAWS;
(III)
ALL EXPENSES OF PRINTING (INCLUDING PRINTING CERTIFICATES FOR THE
SECURITIES WITHOUT THE RESTRICTIVE LEGEND TO BE ISSUED AND PRINTING OF
PROSPECTUSES), MESSENGER AND DELIVERY SERVICES AND TELEPHONE;
(IV)
ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY;
(V)
ALL APPLICATION AND FILING FEES IN CONNECTION WITH LISTING COMMON STOCK
ISSUABLE UPON CONVERSION OF THE SECURITIES ON A NATIONAL SECURITIES EXCHANGE OR
AUTOMATED QUOTATION SYSTEM PURSUANT TO THE REQUIREMENTS HEREOF; AND
(VI)
ALL FEES AND DISBURSEMENTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF
THE COMPANY (INCLUDING THE EXPENSES OF ANY SPECIAL AUDIT AND COMFORT LETTERS
REQUIRED BY OR INCIDENT TO SUCH PERFORMANCE).
The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.
Notwithstanding anything in this Agreement to the contrary, each Holder shall
pay all brokerage commissions and, if applicable, any underwriting discounts or
commissions, agents' commissions or transfer taxes, with respect to any
Registrable Securities sold by it and, except as set forth in Section 5(b)
below, the Company shall not be responsible for the fees and expenses of any
counsel, accountant or advisor for the Holders, or for any underwriting
discounts or commissions, agents'