PROMPTLY AFTER SUCH
DOCUMENT IS FILED WITH THE SEC, ONE COPY OF ANY REGISTRATION STATEMENT FILED
PURSUANT TO THIS AGREEMENT AND ANY AMENDMENTS THERETO, EACH PRELIMINARY
PROSPECTUS AND FINAL PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO; AND
(B) A NUMBER OF COPIES OF A PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AND
ALL AMENDMENTS AND SUPPLEMENTS THERETO, AND SUCH OTHER DOCUMENTS AS THE INVESTOR
MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY THE INVESTOR.
THE COMPANY WILL PROMPTLY NOTIFY BY FACSIMILE
OR EMAIL EACH INVESTOR WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN ANY
REGISTRATION STATEMENT OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT AND
ANY POST-EFFECTIVE AMENDMENT.
3.4
ADDITIONAL OBLIGATIONS.
THE COMPANY WILL
USE ITS BEST EFFORTS TO (A) REGISTER AND QUALIFY THE REGISTRABLE SECURITIES
COVERED BY A REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS
OF SUCH JURISDICTIONS AS EACH INVESTOR WHO HOLDS (OR HAS THE RIGHT TO HOLD)
REGISTRABLE SECURITIES BEING OFFERED REASONABLY REQUESTS, (B) PREPARE AND FILE
IN THOSE JURISDICTIONS ANY AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO SUCH REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO
MAINTAIN THEIR EFFECTIVENESS DURING THE REGISTRATION PERIOD, (C) TAKE ANY OTHER
ACTIONS NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT
ALL TIMES DURING THE REGISTRATION PERIOD, AND (D) TAKE ANY OTHER ACTIONS
REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE
IN SUCH JURISDICTIONS.
NOTWITHSTANDING THE FOREGOING, THE COMPANY IS NOT
REQUIRED, IN CONNECTION WITH SUCH OBLIGATIONS, TO (I) QUALIFY TO DO BUSINESS IN
ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 3.4, (II) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH
JURISDICTION, (III) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION, (IV) PROVIDE ANY UNDERTAKINGS THAT CAUSE MATERIAL EXPENSE OR
MATERIAL BURDEN TO THE COMPANY, OR (V) MAKE ANY CHANGE IN ITS CHARTER OR BYLAWS,
WHICH IN EACH CASE THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES TO BE
CONTRARY TO THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
3.5
UNDERWRITTEN OFFERINGS.
IF THE INVESTORS
WHO HOLD A MAJORITY IN INTEREST OF THE REGISTRABLE SECURITIES BEING OFFERED IN
AN OFFERING PURSUANT TO A REGISTRATION STATEMENT OR ANY AMENDMENT OR SUPPLEMENT
THERETO UNDER THIS AGREEMENT SELECT UNDERWRITERS REASONABLY ACCEPTABLE TO THE
COMPANY FOR SUCH OFFERING, THE COMPANY WILL ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT IN USUAL AND CUSTOMARY FORM
INCLUDING, WITHOUT LIMITATION, CUSTOMARY INDEMNIFICATION AND CONTRIBUTION
OBLIGATIONS, WITH THE MANAGING UNDERWRITER OF SUCH OFFERING.
5
3.6
SUSPENSION OF REGISTRATION.
(A)
THE COMPANY WILL NOTIFY (BY TELEPHONE AND
ALSO BY FACSIMILE AND REPUTABLE OVERNIGHT COURIER) EACH INVESTOR WHO HOLDS
REGISTRABLE SECURITIES BEING SOLD PURSUANT TO A REGISTRATION STATEMENT OF THE
HAPPENING OF ANY EVENT OF WHICH THE COMPANY HAS KNOWLEDGE AS A RESULT OF WHICH
THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT AS THEN IN EFFECT INCLUDES
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT
REQUIRED TO BE STATED