REGISTRATION STATEMENT IS
EFFECTIVE, AND DO ANY AND ALL OTHER ACTS OR THINGS WHICH MAY BE REASONABLY
NECESSARY OR ADVISABLE TO ENABLE EACH INVESTOR TO CONSUMMATE THE PUBLIC SALE OR
OTHER DISPOSITION OF REGISTRABLE SHARES IN SUCH JURISDICTIONS, PROVIDED THAT THE
COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO
TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN
ANY SUCH STATES OR JURISDICTIONS WHERE IT IS NOT THEN QUALIFIED OR SUBJECT TO
PROCESS.
(J)
COOPERATE WITH THE INVESTORS TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING THE
REGISTRABLE SHARES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO A REGISTRATION
STATEMENT, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT PERMITTED BY THE
SECURITIES PURCHASE AGREEMENT AND APPLICABLE LAW, OF ALL RESTRICTIVE LEGENDS,
AND TO ENABLE SUCH REGISTRABLE SHARES TO BE IN SUCH DENOMINATIONS AND REGISTERED
IN SUCH NAMES AS SUCH INVESTORS MAY REQUEST.
(K)
COOPERATE WITH ANY REASONABLE DUE DILIGENCE
INVESTIGATION UNDERTAKEN BY THE INVESTORS, ANY MANAGING UNDERWRITER
PARTICIPATING IN ANY DISPOSITION PURSUANT TO A REGISTRATION STATEMENT,
INVESTORS' COUNSEL AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY
INVESTORS OR ANY MANAGING UNDERWRITER, IN CONNECTION WITH THE SALE OF THE
REGISTRABLE SHARES, INCLUDING, WITHOUT LIMITATION, MAKING AVAILABLE ANY
DOCUMENTS AND INFORMATION; PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT DELIVER
OR MAKE AVAILABLE TO ANY INVESTOR MATERIAL, NONPUBLIC INFORMATION UNLESS SUCH
INVESTOR SPECIFICALLY REQUESTS AND CONSENTS IN ADVANCE IN WRITING TO RECEIVE
SUCH MATERIAL, NONPUBLIC INFORMATION AND, IF REQUESTED BY THE COMPANY, SUCH
INVESTOR AGREES IN WRITING TO TREAT SUCH INFORMATION AS CONFIDENTIAL.
(L)
AT THE REQUEST OF A PERMITTED TRANSFEREE
OF AN INVESTOR TO INCLUDE SUCH TRANSFEREE AS A SELLING STOCKHOLDER, THE COMPANY
SHALL AMEND ANY REGISTRATION STATEMENT TO INCLUDE SUCH TRANSFEREE AS A SELLING
STOCKHOLDER IN SUCH REGISTRATION STATEMENT.
(M)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE SEC IN ALL MATERIAL RESPECTS.
(n)
Make available for inspection by each
Investor, any underwriter participating in any disposition pursuant to any
registration hereunder, and any attorney, accountant or other agent retained by
such Investor or any such underwriter (collectively, the "INSPECTORS"), all
financial and other records, pertinent corporate documents and properties of the
Company and any of its subsidiaries (collectively, the "RECORDS") as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the officers, directors and employees of the Company
to supply all information reasonably requested by any such Inspector in
connection with any registration hereunder, provided, however, that (i) in
connection with any such inspection, any such Inspectors shall cooperate to the
extent reasonably practicable to minimize any disruption to the operation by the
Company of its
7
business and shall comply with all Company site safety rules, (ii) Records and
information obtained hereunder shall be used by such Inspectors only to exercise
their due diligence responsibility and (iii) Records or information furnished or
made available hereunder shall be kept confidential and shall not be disclosed
by such