SUBJECT THE COMPANY TO GENERAL SERVICE OF
PROCESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO SUBJECT OR SUBJECT THE
COMPANY TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT.
(H)
IF REQUESTED BY THE HOLDERS, COOPERATE WITH THE HOLDERS TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO THE
REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT
PERMITTED BY THE PURCHASE AGREEMENT AND UNDER LAW, OF ALL RESTRICTIVE LEGENDS,
AND TO ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND
REGISTERED IN SUCH NAMES AS ANY SUCH HOLDERS MAY REASONABLY REQUEST.
IN
CONNECTION THEREWITH, IF REQUIRED BY THE COMPANY'S TRANSFER AGENT, THE COMPANY
SHALL PROMPTLY AFTER THE EFFECTIVENESS OF THE REGISTRATION STATEMENT CAUSE AN
OPINION OF COUNSEL AS TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT TO BE
DELIVERED TO AND MAINTAINED WITH ITS TRANSFER AGENT, TOGETHER WITH ANY OTHER
AUTHORIZATIONS, CERTIFICATES AND DIRECTIONS REQUIRED BY THE TRANSFER AGENT,
WHICH AUTHORIZE AND DIRECT THE TRANSFER AGENT TO ISSUE SUCH REGISTRABLE
SECURITIES WITHOUT LEGEND UPON SALE BY THE HOLDER OF SUCH SHARES OF REGISTRABLE
SECURITIES UNDER THE REGISTRATION STATEMENT.
7
(I)
FOLLOWING THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION
3(C)(V), AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A SUPPLEMENT OR AMENDMENT,
INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE AFFECTED REGISTRATION STATEMENTS OR
A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO
BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED, NO REGISTRATION STATEMENT NOR ANY PROSPECTUS WILL
CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN
THE CASE OF ANY PROSPECTUS, FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE), NOT MISLEADING.
(J)
(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 ALL OF THE REGISTRABLE SECURITIES, (II) TAKE ALL STEPS
NECESSARY TO CAUSE SUCH REGISTRABLE SECURITIES TO BE APPROVED FOR LISTING ON THE
PRINCIPAL TRADING MARKET AS SOON AS POSSIBLE THEREAFTER, (III) IF REQUESTED BY
ANY HOLDER, PROVIDE SUCH HOLDER EVIDENCE OF SUCH LISTING, AND (IV) DURING THE
EFFECTIVENESS PERIOD, MAINTAIN THE LISTING OF SUCH REGISTRABLE SECURITIES ON THE
PRINCIPAL TRADING MARKET.
(K)
UNTIL ALL OF THE SHARES AND WARRANT SHARES ARE ELIGIBLE FOR SALE
UNDER RULE 144(K) PROMULGATED UNDER THE SECURITIES ACT, THE COMPANY COVENANTS TO
TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT THEREOF AND FILE WITHIN THE
APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY AFTER
THE DATE HEREOF PURSUANT TO SECTION 13(A) OR 15(D) OF THE EXCHANGE ACT.
UNTIL
ALL OF THE SHARES AND WARRANT SHARES ARE ELIGIBLE FOR SALE UNDER RULE 144(K)
PROMULGATED UNDER THE SECURITIES ACT, IF THE COMPANY IS NOT REQUIRED TO FILE
REPORTS PURSUANT TO