REGISTRATION STATEMENT AND
ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS, AS THE CASE MAY
BE, AS THE INVESTORS MAY REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE
INVESTORS MAY REQUEST.
(I)
THE COMPANY SHALL APPOINT (IF ONE HAS NOT ALREADY BEEN APPOINTED)
AND MAINTAIN A TRANSFER AGENT AND REGISTRAR FOR ITS COMMON STOCK NOT LATER THAN
THE EFFECTIVE DATE.
THE COMPANY SHALL USE REASONABLE BEST EFFORTS TO PROCURE
THE COOPERATION OF THE COMPANY'S TRANSFER AGENT IN SETTLING ANY OFFERING OR SALE
OF REGISTRABLE SECURITIES, INCLUDING WITH RESPECT TO THE TRANSFER OF PHYSICAL
STOCK CERTIFICATES INTO BOOK-ENTRY FORM IN ACCORDANCE WITH ANY PROCEDURES
REASONABLY REQUESTED BY ANY INVESTOR.
(J)
THE COMPANY SHALL OTHERWISE USE ITS REASONABLE BEST EFFORTS TO
COMPLY (AND CONTINUE TO COMPLY) WITH ALL APPLICABLE RULES AND REGULATIONS OF THE
SEC (INCLUDING, WITHOUT LIMITATION, MAINTAINING DISCLOSURE CONTROLS AND
PROCEDURES (AS DEFINED IN EXCHANGE ACT RULE 13A-15(E)) AND INTERNAL CONTROL OVER
FINANCIAL REPORTING (AS DEFINED IN EXCHANGE ACT RULE 13A-15(F)) IN ACCORDANCE
WITH THE EXCHANGE ACT);
(K)
WITHIN ONE (1) BUSINESS DAY AFTER A REGISTRATION STATEMENT WHICH
COVERS REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE COMPANY SHALL
DELIVER OR SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER TO THE COMPANY'S
TRANSFER AGENT CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY THE SEC.
8
(L)
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
OTHER ACTIONS REASONABLY NECESSARY TO EXPEDITE AND FACILITATE DISPOSITION BY
INVESTORS OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT.
(M)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING (AT THE ELECTION
OF THE INVESTORS, AS DESCRIBED IN SECTION 2), THE COMPANY SHALL:
(I)
ENTER INTO SUCH CUSTOMARY AGREEMENTS, INCLUDING A CUSTOMARY
UNDERWRITING AGREEMENT, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY, WHICH MAY INCLUDE INDEMNIFICATION PROVISIONS IN
FAVOR OF UNDERWRITERS AND OTHER PERSONS IN ADDITION TO, OR IN SUBSTITUTION FOR
THE PROVISIONS HEREOF, AND SHALL USE REASONABLE BEST EFFORTS TO TAKE SUCH OTHER
ACTIONS AS THE INVESTORS OR THE UNDERWRITERS MAY REASONABLY REQUEST IN ORDER TO
EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES;
(II)
OBTAIN ONE OR MORE COMFORT LETTERS, DATED SUCH DATE OR DATES AS
ARE CUSTOMARY FOR THE COMPANY IN THE CONTEXT OF AN UNDERWRITTEN OFFERING BY THE
COMPANY, ADDRESSED TO ANY UNDERWRITERS OF THE UNDERWRITTEN OFFERING, SIGNED BY
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, IN FORM AND COVERING SUCH MATTERS
OF THE TYPE CUSTOMARILY COVERED BY COMFORT LETTERS DELIVERED BY THE COMPANY IN
CONNECTION WITH UNDERWRITTEN COMPANY OFFERINGS AS THE LEAD UNDERWRITERS MAY
REASONABLY REQUEST;
(III)
MAKE AVAILABLE FOR INSPECTION BY THE INVESTORS, BY ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED PURSUANT TO AN
UNDERWRITTEN OFFERING AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY
THE INVESTORS OR ANY SUCH UNDERWRITER, ALL PERTINENT FINANCIAL AND OTHER
RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE
ALL OF THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY THE INVESTORS OR