QUOTATION
OF ALL OF THE REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION STATEMENT ON
NASDAQ.
3.11
TRANSFER AGENT; REGISTRAR.
THE COMPANY WILL
PROVIDE A TRANSFER AGENT AND REGISTRAR, WHICH MAY BE A SINGLE ENTITY, FOR THE
REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
3.12
SHARE CERTIFICATES.
THE COMPANY WILL COOPERATE
WITH THE INVESTORS WHO HOLD REGISTRABLE SECURITIES BEING SOLD AND WITH THE
MANAGING UNDERWRITER(S), IF ANY, TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGENDS) REPRESENTING
REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO A REGISTRATION STATEMENT AND
WILL ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS AS THE CASE
MAY BE, AND REGISTERED IN SUCH NAMES AS THE INVESTORS OR THE MANAGING
UNDERWRITER(S), IF ANY, MAY REASONABLY REQUEST, ALL IN ACCORDANCE WITH ARTICLE V
OF THE PURCHASE AGREEMENT.
3.13
PLAN OF DISTRIBUTION.
AT THE REQUEST OF THE
INVESTORS HOLDING A MAJORITY IN INTEREST OF THE REGISTRABLE SECURITIES
REGISTERED PURSUANT TO A REGISTRATION STATEMENT, THE COMPANY WILL PROMPTLY
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND THE PROSPECTUS
USED IN CONNECTION WITH THE REGISTRATION STATEMENT, AS MAY BE NECESSARY IN ORDER
TO CHANGE THE PLAN OF DISTRIBUTION SET FORTH IN SUCH REGISTRATION STATEMENT.
3.14
SECURITIES LAWS COMPLIANCE.
THE COMPANY WILL
COMPLY WITH ALL APPLICABLE LAWS RELATED TO ANY REGISTRATION STATEMENT RELATING
TO THE OFFER AND SALE OF REGISTRABLE SECURITIES AND WITH ALL APPLICABLE
RULES AND REGULATIONS OF GOVERNMENTAL AUTHORITIES IN CONNECTION THEREWITH
(INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT, THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED BY THE SEC).
8
3.15
FURTHER ASSURANCES.
THE COMPANY WILL TAKE ALL
OTHER REASONABLE ACTIONS AS ANY INVESTOR OR THE UNDERWRITERS, IF ANY, MAY
REASONABLY REQUEST TO EXPEDITE AND FACILITATE DISPOSITION BY SUCH INVESTOR OF
THE REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT.
ARTICLE IV
OBLIGATIONS OF THE INVESTORS
4.1
INVESTOR INFORMATION.
AS A CONDITION TO THE
OBLIGATIONS OF THE COMPANY TO COMPLETE ANY REGISTRATION PURSUANT TO THIS
AGREEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES OF EACH INVESTOR, SUCH
INVESTOR WILL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE
REGISTRABLE SECURITIES HELD BY IT AND THE INTENDED METHOD OF DISPOSITION OF THE
REGISTRABLE SECURITIES HELD BY IT AS IS REASONABLY REQUIRED BY THE COMPANY TO
EFFECT THE REGISTRATION OF THE REGISTRABLE SECURITIES.
AT LEAST 10 BUSINESS
DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE OF A REGISTRATION STATEMENT FOR
ANY REGISTRATION UNDER THIS AGREEMENT, THE COMPANY WILL NOTIFY EACH INVESTOR OF
THE INFORMATION THE COMPANY REQUIRES FROM THAT INVESTOR IF THE INVESTOR ELECTS
TO HAVE ANY OF ITS REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT
OTHER THAN INFORMATION CONTAINED IN THE INVESTOR QUESTIONNAIRE ATTACHED HERETO
AS ANNEX A, WHICH SHALL BE COMPLETED AND DELIVERED TO THE COMPANY NO LATER THAN
FIVE (5) DAYS AFTER THE CLOSING DATE.
IF, WITHIN THREE BUSINESS DAYS PRIOR TO
THE FILING DATE, THE COMPANY HAS NOT RECEIVED THE REQUESTED INFORMATION FROM AN
INVESTOR, THEN THE COMPANY