TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN ANY REGISTRATION
10
STATEMENT, (III) THE RELEASE OF SUCH INFORMATION IS ORDERED PURSUANT TO A
SUBPOENA OR OTHER FINAL, NON-APPEALABLE ORDER FROM A COURT OR GOVERNMENTAL BODY
OF COMPETENT JURISDICTION, OR (IV) SUCH INFORMATION HAS BEEN MADE GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS AGREEMENT
OR ANY OTHER AGREEMENT.
THE COMPANY AGREES THAT IT SHALL, UPON LEARNING THAT
DISCLOSURE OF SUCH INFORMATION CONCERNING AN INVESTOR IS SOUGHT IN OR BY A COURT
OR GOVERNMENTAL BODY OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS, GIVE
PROMPT WRITTEN NOTICE TO SUCH INVESTOR AND ALLOW SUCH INVESTOR, AT SUCH
INVESTOR'S EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR
TO OBTAIN A PROTECTIVE ORDER FOR, SUCH INFORMATION.
K.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO CAUSE ALL THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE OR TRADING MARKET ON WHICH
SECURITIES OF THE SAME CLASS OR SERIES ISSUED BY THE COMPANY ARE LISTED.
THE
COMPANY SHALL PAY ALL FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS
OBLIGATION UNDER THIS SECTION 4(K).
L.
THE COMPANY SHALL COOPERATE WITH THE
INVESTORS WHO HOLD REGISTRABLE SECURITIES BEING OFFERED AND THE UNDERWRITERS, IF
ANY, AND, TO THE EXTENT APPLICABLE, FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES OR UNCERTIFICATED SHARES (NOT BEARING ANY RESTRICTIVE
LEGEND) REPRESENTING THE REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO A
REGISTRATION STATEMENT AND ENABLE SUCH CERTIFICATES OR UNCERTIFICATED SHARES TO
BE IN SUCH DENOMINATIONS OR AMOUNTS, AS THE CASE MAY BE, AS THE INVESTORS MAY
REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE INVESTORS MAY REQUEST.
M.
THE COMPANY SHALL PROVIDE A TRANSFER AGENT
AND REGISTRAR OF ALL SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE
DATE OF THE APPLICABLE REGISTRATION STATEMENT.
N.
IF REQUESTED BY AN INVESTOR, THE COMPANY
SHALL (I) AS SOON AS REASONABLY PRACTICABLE INCORPORATE IN A PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT SUCH INFORMATION AS SUCH INVESTOR
REQUESTS TO BE INCLUDED THEREIN RELATING TO THE SALE AND DISTRIBUTION OF
REGISTRABLE SECURITIES, INCLUDING INFORMATION WITH RESPECT TO SUCH INVESTOR, THE
NUMBER OF REGISTRABLE SECURITIES BEING OFFERED OR SOLD, THE PURCHASE PRICE BEING
PAID THEREFOR AND ANY OTHER TERMS OF THE OFFERING OF THE REGISTRABLE SECURITIES
TO BE SOLD IN SUCH OFFERING; (II) AS SOON AS PRACTICABLE MAKE ALL REQUIRED
FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING
NOTIFIED OF THE MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT; AND (III) AS SOON AS REASONABLY PRACTICABLE,
SUPPLEMENT OR MAKE AMENDMENTS TO ANY REGISTRATION STATEMENT OR PROSPECTUS IF
REASONABLY REQUESTED BY AN INVESTOR.
O.
THE COMPANY SHALL USE ITS REASONABLE
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 IN THE UNITED STATES AS MAY BE NECESSARY TO
CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
P.
THE COMPANY SHALL MAKE GENERALLY
AVAILABLE TO ITS