OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3(E), (Y) SUBJECT ITSELF
TO GENERAL TAXATION IN ANY SUCH JURISDICTION, OR (Z) FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY
LEGAL COUNSEL AND EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES OF THE RECEIPT
BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE
REGISTRATION OR QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE
UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY JURISDICTION IN THE UNITED STATES
OR ITS RECEIPT OF NOTICE OF THE INITIATION OR THREATENING OF ANY PROCEEDING FOR
SUCH PURPOSE.
F.
THE COMPANY SHALL NOTIFY LEGAL COUNSEL AND EACH INVESTOR IN
WRITING OF THE HAPPENING OF ANY EVENT, AS PROMPTLY AS PRACTICABLE AFTER BECOMING
AWARE OF SUCH EVENT, AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN A
REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING (PROVIDED THAT IN NO EVENT SHALL SUCH
NOTICE CONTAIN ANY MATERIAL, NONPUBLIC INFORMATION), AND, SUBJECT TO SECTION
3(R), PROMPTLY PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT
TO CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND DELIVER TEN (10) COPIES OF
SUCH SUPPLEMENT OR AMENDMENT TO LEGAL COUNSEL AND EACH INVESTOR (OR SUCH OTHER
NUMBER OF COPIES AS LEGAL COUNSEL OR SUCH INVESTOR MAY REASONABLY REQUEST).
THE
COMPANY SHALL ALSO PROMPTLY NOTIFY LEGAL COUNSEL AND EACH INVESTOR IN WRITING
(I) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT
HAS BEEN FILED, AND WHEN A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT HAS BECOME EFFECTIVE (NOTIFICATION OF SUCH EFFECTIVENESS SHALL BE
DELIVERED TO LEGAL COUNSEL AND EACH INVESTOR BY FACSIMILE OR E-MAIL ON THE SAME
DAY OF SUCH EFFECTIVENESS), (II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR
SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR RELATED
INFORMATION, AND (III) OF THE COMPANY'S DETERMINATION THAT A POST-EFFECTIVE
AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
G.
THE COMPANY SHALL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE OF
ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A REGISTRATION STATEMENT,
OR THE SUSPENSION OF THE QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO
OBTAIN THE WITHDRAWAL OF SUCH ORDER OR SUSPENSION AT THE EARLIEST
7
POSSIBLE MOMENT AND TO NOTIFY LEGAL COUNSEL AND EACH INVESTOR WHO HOLDS
REGISTRABLE SECURITIES BEING SOLD OF THE ISSUANCE OF SUCH ORDER AND THE
RESOLUTION THEREOF OR ITS RECEIPT OF NOTICE OF THE INITIATION OR THREAT OF ANY
PROCEEDING FOR SUCH PURPOSE.
H.
IF, AFTER THE EXECUTION OF THIS AGREEMENT, AN INVESTOR BELIEVES,
AFTER CONSULTATION WITH ITS LEGAL COUNSEL, THAT IT COULD REASONABLY BE DEEMED TO
BE AN UNDERWRITER OF REGISTRABLE SECURITIES, AT THE REQUEST OF SUCH INVESTOR,
THE