EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES UNDER THIS AGREEMENT, THE
COMPANY WILL, AS EXPEDITIOUSLY AS REASONABLY POSSIBLE:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT, ON
SUCH FORM AS IS THEN AVAILABLE TO THE COMPANY IN CONNECTION WITH SUCH
REGISTRATION, WITH RESPECT TO THE REGISTRABLE SECURITIES AND USE COMMERCIALLY
REASONABLE, DILIGENT EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO BECOME
EFFECTIVE, AND, UPON THE REQUEST OF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES REGISTERED THEREUNDER, KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR
UP TO NINETY DAYS, OR IF EARLIER, THEN UNTIL THE HOLDERS HAVE COMPLETED THE
DISTRIBUTION RELATED THERETO. THIS NINETY DAY PERIOD WILL BE EXTENDED FOR A
PERIOD OF TIME EQUAL TO THE PERIOD THE HOLDERS REFRAIN FROM SELLING ANY
SECURITIES INCLUDED IN SUCH REGISTRATION AT THE REQUEST OF AN UNDERWRITER OF
COMMON STOCK (OR OTHER SECURITIES) OF THE COMPANY AND IN THE CASE OF ANY
REGISTRATION OF REGISTRABLE SECURITIES ON FORM S-3 THAT ARE INTENDED TO BE
OFFERED ON A CONTINUOUS OR DELAYED BASIS, THE NINETY DAY PERIOD WILL BE
EXTENDED, IF NECESSARY, TO KEEP THE REGISTRATION STATEMENT EFFECTIVE UNTIL ALL
SUCH REGISTRABLE SECURITIES ARE SOLD, PROVIDED THAT RULE 415, OR ANY SUCCESSOR
RULE UNDER THE SECURITIES ACT, PERMITS AN OFFERING ON A CONTINUOUS OR DELAYED
BASIS, AND PROVIDED FURTHER THAT APPLICABLE RULES UNDER THE SECURITIES ACT
GOVERNING THE OBLIGATION TO FILE A POST-EFFECTIVE AMENDMENT PERMIT, IN LIEU OF
FILING A POST-EFFECTIVE AMENDMENT THAT (A) INCLUDES ANY PROSPECTUS REQUIRED BY
SECTION 10(A)(3) OF THE SECURITIES ACT OR (B) REFLECTS FACTS OR EVENTS
REPRESENTING A MATERIAL OR FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN
THE REGISTRATION STATEMENT, THE INCORPORATION BY REFERENCE OF INFORMATION
REQUIRED TO BE INCLUDED IN (A) OR (B) ABOVE TO BE CONTAINED IN PERIODIC REPORTS
FILED PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT IN THE REGISTRATION
STATEMENT.
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS
TO THE REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH THE
REGISTRATION STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT.
(C)
FURNISH TO THE HOLDERS SUCH NUMBER OF COPIES OF A PROSPECTUS,
INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT, AND OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY THEM THAT ARE
INCLUDED IN THE REGISTRATION.
(D)
USE REASONABLE, DILIGENT EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS WILL BE REASONABLY REQUESTED BY THE
HOLDERS,.
PROVIDED THAT THE COMPANY WILL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS.
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER AN