RULE 424; (III) RESPOND AS
PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION
WITH RESPECT TO A REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND AS
PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE HOLDERS TRUE AND COMPLETE COPIES OF
ALL CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO A REGISTRATION
STATEMENT; AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE
SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF ALL
REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT DURING THE APPLICABLE
PERIOD IN ACCORDANCE (SUBJECT TO THE TERMS OF THIS AGREEMENT) WITH THE INTENDED
METHODS OF DISPOSITION BY THE HOLDERS THEREOF SET FORTH IN SUCH REGISTRATION
STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
IF DURING THE EFFECTIVENESS PERIOD, THE
NUMBER OF REGISTRABLE SECURITIES AT ANY TIME EXCEEDS 90% OF THE NUMBER OF SHARES
OF COMMON STOCK THEN REGISTERED IN A REGISTRATION STATEMENT, THEN THE COMPANY
SHALL FILE AS SOON AS REASONABLY PRACTICABLE BUT IN ANY CASE PRIOR TO THE
APPLICABLE FILING DATE, AN ADDITIONAL REGISTRATION STATEMENT COVERING THE RESALE
BY THE HOLDERS OF NOT LESS THAN 130% OF THE NUMBER OF SUCH REGISTRABLE
SECURITIES.
(D)
NOTIFY THE HOLDERS OF REGISTRABLE SECURITIES
TO BE SOLD (WHICH NOTICE SHALL, PURSUANT TO CLAUSES (II) THROUGH (VI) HEREOF, BE
ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE
REQUISITE CHANGES HAVE BEEN MADE) AS PROMPTLY AS REASONABLY POSSIBLE (AND, IN
THE CASE OF (I)(A) BELOW, NOT LESS THAN FIVE TRADING DAYS PRIOR TO SUCH FILING)
AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER
THAN ONE TRADING DAY FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT IS
PROPOSED TO BE FILED; (B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE
WILL BE A "REVIEW" OF SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION
COMMENTS IN WRITING ON SUCH REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE
TRUE AND COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF
THE HOLDERS); AND (C) WITH RESPECT TO A REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE; (II) OF ANY
REQUEST BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY
FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR PROSPECTUS OR FOR
ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY THE COMMISSION OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT COVERING ANY OR ALL OF THE REGISTRABLE
SECURITIES OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE; (IV) OF THE
RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE; (V) OF THE OCCURRENCE OF ANY EVENT OR PASSAGE OF
TIME THAT MAKES THE FINANCIAL STATEMENTS INCLUDED IN A REGISTRATION STATEMENT
INELIGIBLE