IN A REGISTRATION
STATEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN THE EVENT THAT THE SEC
REQUIRES THE COMPANY TO REDUCE THE NUMBER OF REGISTRABLE SECURITIES TO BE
INCLUDED IN A REGISTRATION STATEMENT IN ORDER TO ALLOW THE COMPANY TO RELY ON
RULE 415 WITH RESPECT TO A REGISTRATION STATEMENT, THEN THE COMPANY SHALL BE
OBLIGATED TO INCLUDE IN SUCH REGISTRATION STATEMENT (WHICH MAY BE A SUBSEQUENT
REGISTRATION STATEMENT IF THE COMPANY NEEDS TO WITHDRAW A REGISTRATION STATEMENT
AND REFILE A NEW REGISTRATION STATEMENT IN ORDER TO RELY ON RULE 415) ONLY SUCH
LIMITED PORTION OF THE REGISTRABLE SECURITIES AS THE SEC SHALL PERMIT.
ANY
REGISTRABLE SECURITIES THAT ARE EXCLUDED IN ACCORDANCE WITH THE FOREGOING TERMS
ARE HEREINAFTER REFERRED TO AS "CUT BACK SECURITIES."
TO THE EXTENT CUT BACK
SECURITIES EXIST, AS SOON AS MAY BE PERMITTED BY THE SEC, THE COMPANY SHALL BE
REQUIRED TO FILE A REGISTRATION STATEMENT COVERING THE RESALE OF THE CUT BACK
SECURITIES (SUBJECT ALSO TO THE TERMS OF THIS SECTION) AND SHALL USE BEST
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE AS
PROMPTLY AS PRACTICABLE THEREAFTER.
3.
RELATED OBLIGATIONS.
(A)
THE COMPANY SHALL, NOT LESS THAN THREE (3) TRADING DAYS PRIOR TO
THE FILING OF EACH REGISTRATION STATEMENT AND NOT LESS THAN ONE (1) TRADING DAY
PRIOR TO THE FILING OF ANY RELATED AMENDMENTS AND SUPPLEMENTS TO ALL
REGISTRATION STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON FORM 10-K), FURNISH TO
EACH BUYER COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS
(OTHER THAN THOSE INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE) WILL
BE SUBJECT TO THE REASONABLE AND PROMPT REVIEW OF SUCH BUYERS, THE COMPANY SHALL
NOT FILE A REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO TO WHICH THE BUYERS SHALL REASONABLY OBJECT IN GOOD FAITH;
PROVIDED THAT, THE COMPANY IS NOTIFIED OF SUCH OBJECTION IN WRITING NO LATER
THAN TWO (2) TRADING DAYS AFTER THE BUYERS HAVE BEEN SO FURNISHED COPIES OF A
REGISTRATION STATEMENT.
(B)
THE COMPANY SHALL FURNISH TO EACH BUYER WHOSE REGISTRABLE
SECURITIES ARE INCLUDED IN ANY REGISTRATION STATEMENT, WITHOUT CHARGE, (I) AT
LEAST ONE (1) COPY OF SUCH REGISTRATION STATEMENT AS DECLARED EFFECTIVE BY THE
SEC AND ANY AMENDMENT(S) THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES,
ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE, ALL EXHIBITS AND EACH
PRELIMINARY PROSPECTUS, (II) TEN (10) COPIES OF THE FINAL PROSPECTUS INCLUDED IN
SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO (OR SUCH
OTHER NUMBER OF COPIES AS SUCH BUYER MAY REASONABLY REQUEST) AND (III) SUCH
OTHER DOCUMENTS AS SUCH BUYER MAY REASONABLY REQUEST FROM TIME TO TIME IN ORDER
TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH BUYER.
(C)
THE COMPANY SHALL USE ITS BEST EFFORTS TO (I) REGISTER AND QUALIFY
THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS ANY
BUYER REASONABLY REQUESTS, (II) PREPARE AND FILE IN THOSE JURISDICTIONS, SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND