SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO (OR SUCH OTHER NUMBER OF COPIES AS SUCH INVESTOR MAY
REASONABLY REQUEST) AND (III) SUCH OTHER DOCUMENTS, INCLUDING COPIES OF ANY
PRELIMINARY OR FINAL PROSPECTUS, AS SUCH INVESTOR MAY REASONABLY REQUEST FROM
TIME TO TIME IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH INVESTOR.
A-7
(E)
NEITHER THE COMPANY NOR ANY SUBSIDIARY (AS DEFINED IN THE SECURITIES
PURCHASE AGREEMENT) NOR AFFILIATE THEREOF SHALL IDENTIFY ANY BUYER AS AN
UNDERWRITER IN ANY PUBLIC DISCLOSURE OR FILING WITH THE SEC OR ANY PRINCIPAL
MARKET (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT) OR ANY ELIGIBLE MARKET
(AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT) AND ANY BUYER BEING DEEMED AN
UNDERWRITER BY THE SEC SHALL NOT RELIEVE THE COMPANY OF ANY OBLIGATIONS IT HAS
UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (AS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT) PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT
PROHIBIT THE COMPANY FROM INCLUDING THE DISCLOSURE FOUND IN THE "PLAN OF
DISTRIBUTION" SECTION ATTACHED HERETO AS EXHIBIT B IN THE REGISTRATION
STATEMENT.
IN ADDITION, IF ANY BUYER IS AN UNDERWRITER OR DEEMED AN UNDERWRITER
BY THE SEC RULES AND SUCH BUYER REFUSES TO BE IDENTIFIED AS AN UNDERWRITER OR
DEEMED UNDERWRITER IN THE REGISTRATION STATEMENT, SUCH BUYER'S REGISTRABLE
SECURITIES SHALL NOT BE INCLUDED IN THE REGISTRATION STATEMENT AND THE COMPANY
SHALL NOT BE TREATED AS IF IT DID NOT REGISTER THE INITIAL REGISTRABLE
SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES, AS APPLICABLE, DUE TO SUCH
BUYER'S REFUSAL AND THE BUYER NOT BE ENTITLED TO ANY REGISTRATION DELAY
PAYMENTS.
(F)
THE COMPANY SHALL USE ITS BEST EFFORTS TO (I) REGISTER AND QUALIFY,
UNLESS AN EXEMPTION FROM REGISTRATION AND QUALIFICATION APPLIES, THE RESALE BY
INVESTORS OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT
UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF ALL APPLICABLE JURISDICTIONS
IN THE UNITED STATES, (II) PREPARE AND FILE IN THOSE JURISDICTIONS, SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH
REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE
EFFECTIVENESS THEREOF DURING THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN
EFFECT AT ALL TIMES DURING THE REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER
ACTIONS REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES
FOR SALE IN SUCH JURISDICTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO (X) QUALIFY TO DO
BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY
BUT FOR THIS SECTION 3(F), (Y) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH
JURISDICTION, OR (Z) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY LEGAL COUNSEL AND EACH INVESTOR
WHO HOLDS REGISTRABLE SECURITIES OF THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE REGISTRATION OR QUALIFICATION
OF ANY OF THE REGISTRABLE SECURITIES FOR SALE UNDER THE SECURITIES OR "BLUE