TRANSFER RESTRICTIONS AND RESTRICTIVE LEGENDS WITH RESPECT THERETO, IF ANY, ARE
REMOVED UPON THE CONSUMMATION OF SUCH SALE;
1.1.4
PROMPTLY FURNISH TO EACH PURCHASER WITH RESPECT TO THE COMMON STOCK
REGISTERED UNDER THE REGISTRATION STATEMENT SUCH REASONABLE NUMBER OF COPIES OF
THE PROSPECTUS, INCLUDING ANY SUPPLEMENTS TO OR AMENDMENTS OF THE PROSPECTUS, IN
ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE
COMMON STOCK BY THE PURCHASERS;
2
1.1.5
PROMPTLY TAKE SUCH ACTION AS MAY BE NECESSARY TO QUALIFY, OR OBTAIN,
AN EXEMPTION FOR THE COMMON STOCK UNDER SUCH OF THE STATE SECURITIES LAWS OF
UNITED STATES JURISDICTIONS AS WILL BE NECESSARY TO QUALIFY, OR OBTAIN AN
EXEMPTION FOR, THE SALE OF THE COMMON STOCK IN STATES SPECIFIED IN WRITING BY
THE PURCHASERS; BUT THE COMPANY WILL NOT BE REQUIRED TO QUALIFY TO DO BUSINESS
OR CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION IN WHICH IT IS NOT NOW SO
QUALIFIED OR HAS NOT SO CONSENTED;
1.1.6
BEAR ALL EXPENSES ACTUALLY INCURRED IN CONNECTION WITH THE
REGISTRATION OF THE COMMON STOCK PURSUANT TO THE REGISTRATION STATEMENT,
REGARDLESS OF WHETHER A REGISTRATION STATEMENT BECOMES EFFECTIVE, INCLUDING
WITHOUT LIMITATION: (I) ALL REGISTRATION AND FILING FEES AND EXPENSES (INCLUDING
FILINGS MADE WITH THE NASD); (II) FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL
SECURITIES AND STATE "BLUE SKY" OR SECURITIES LAWS; (III) EXPENSES OF PRINTING
(INCLUDING PRINTING CERTIFICATES FOR THE COMMON STOCK AND PROSPECTUSES); AND
(IV) ALL FEES AND DISBURSEMENTS OF COUNSEL OF THE COMPANY AND INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY; BUT EACH PURCHASER WILL BE
RESPONSIBLE FOR PAYING THE FEES AND DISBURSEMENTS FOR SUCH PURCHASER'S
RESPECTIVE COUNSEL (WITH THE EXCEPTION OF THOSE REASONABLE AND NECESSARY FEES
AND EXPENSES ACTUALLY INCURRED BY ONE COUNSEL FOR THE PURCHASER'S IN CONNECTION
WITH THE REVIEW OF THE REGISTRATION STATEMENT UP TO A TOTAL OF $2,500), THE
UNDERWRITING COMMISSIONS OR BROKERAGE FEES, AND TAXES OF ANY KIND (INCLUDING,
WITHOUT LIMITATION, TRANSFER TAXES) APPLICABLE TO ANY DISPOSITION, SALE OR
TRANSFER OF SUCH PURCHASER'S COMMON STOCK, AND THE COMPANY WILL, IN ANY EVENT,
BEAR ITS INTERNAL EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND
EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES);
AND
1.1.7
ADVISE THE PURCHASERS, WITHIN TWO (2) BUSINESS DAYS BY E-MAIL, FAX
OR OTHER TYPE OF COMMUNICATION, AND, IF REQUESTED BY SUCH PERSON, CONFIRM SUCH
ADVICE IN WRITING: (I) AFTER IT WILL RECEIVE NOTICE OR OBTAIN KNOWLEDGE OF THE
ISSUANCE OF ANY STOP ORDER BY THE SEC DELAYING OR SUSPENDING THE EFFECTIVENESS
OF THE REGISTRATION STATEMENT OR OF THE INITIATION OR THREAT OF ANY PROCEEDING
FOR THAT PURPOSE, OR ANY OTHER ORDER ISSUED BY ANY STATE SECURITIES COMMISSION
OR OTHER REGULATORY AUTHORITY SUSPENDING THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF SUCH COMMON STOCK UNDER STATE SECURITIES OR "BLUE SKY" LAWS;
AND IT WILL PROMPTLY USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE
ISSUANCE OF ANY STOP ORDER OR OTHER ORDER OR TO OBTAIN ITS WITHDRAWAL AT THE
EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER OR