COOPERATE WITH EACH BUYER WHO HOLDS REGISTRABLE
SECURITIES BEING OFFERED AND, TO THE EXTENT APPLICABLE, TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGEND)
REPRESENTING THE REGISTRABLE SECURITIES
7
TO BE OFFERED PURSUANT TO A REGISTRATION STATEMENT AND ENABLE SUCH CERTIFICATES
TO BE IN SUCH DENOMINATIONS OR AMOUNTS, AS THE CASE MAY BE, AS THE BUYERS MAY
REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE BUYERS MAY REQUEST.
(M)
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRABLE
SECURITIES COVERED BY THE APPLICABLE REGISTRATION STATEMENT TO BE REGISTERED
WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE
NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
(N)
THE COMPANY SHALL OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH ANY
REGISTRATION HEREUNDER.
(O)
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT WHICH
COVERS REGISTRABLE SECURITIES IS DECLARED EFFECTIVE BY THE SEC, THE COMPANY
SHALL DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER, TO THE
TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO THE BUYER WHOSE
REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION STATEMENT) CONFIRMATION
THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC IN THE
FORM ATTACHED HERETO AS EXHIBIT C.
(P)
THE COMPANY SHALL TAKE ALL OTHER REASONABLE ACTIONS NECESSARY TO
EXPEDITE AND FACILITATE DISPOSITION BY EACH BUYER OF REGISTRABLE SECURITIES
PURSUANT TO A REGISTRATION STATEMENT.
4.
OBLIGATIONS OF THE BUYERS.
(A)
EACH BUYER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(F) OR
THE FIRST SENTENCE OF SECTION 3(E), SUCH BUYER WILL IMMEDIATELY DISCONTINUE
DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT
COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH BUYER'S RECEIPT OF THE COPIES OF
THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 3(F) OR THE FIRST
SENTENCE OF SECTION 3(E) OR RECEIPT OF NOTICE THAT NO SUPPLEMENT OR AMENDMENT IS
REQUIRED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL CAUSE ITS
TRANSFER AGENT TO DELIVER UNLEGENDED CERTIFICATES FOR SHARES OF COMMON STOCK TO
A TRANSFEREE OF A BUYER IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE
AGREEMENT IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH RESPECT TO
WHICH A BUYER HAS ENTERED INTO A CONTRACT FOR SALE PRIOR TO THE BUYER'S RECEIPT
OF A NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED
IN SECTION 3(F) OR THE FIRST SENTENCE OF 3(E) AND FOR WHICH THE BUYER HAS NOT
YET SETTLED.
(B)
EACH BUYER COVENANTS AND AGREES THAT IT WILL COMPLY WITH THE
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS APPLICABLE TO IT OR AN
EXEMPTION THEREFROM IN CONNECTION WITH THE SALE OF REGISTERABLE SECURITIES
PURSUANT TO THE REGISTRATION STATEMENT.
5.
EXPENSES OF REGISTRATION.
All expenses incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration,