RESULT OF WHICH THE PROSPECTUS INCLUDED
IN THE REGISTRATION STATEMENT (AS THEN IN EFFECT) CONTAINS AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
AS PROMPTLY
AS PRACTICABLE FOLLOWING ANY SUCH OCCURRENCE, THE COMPANY SHALL PREPARE AND
FURNISH TO EACH PURCHASER A REASONABLE NUMBER OF COPIES OF A PROSPECTUS
SUPPLEMENT OR AN AMENDMENT TO SUCH PROSPECTUS AS MAY BE NECESSARY SO THAT, AS
THEREAFTER DELIVERED TO SUBSEQUENT PURCHASERS OF THE REGISTRABLE SECURITIES,
SUCH PROSPECTUS (AS SO AMENDED OR SUPPLEMENTED) SHALL MEET THE REQUIREMENTS OF
THE SECURITIES ACT AND RELEVANT STATE SECURITIES LAWS.
EACH PURCHASER SHALL
FURNISH TO THE COMPANY SUCH INFORMATION REGARDING EACH SUCH PURCHASER AND ITS
PROPOSED METHOD OF DISTRIBUTION OF THE REGISTRABLE SECURITIES AS THE COMPANY
FROM TIME TO TIME REASONABLY MAY REQUEST AND AS SHALL BE REQUIRED BY LAW TO
EFFECT AND MAINTAIN THE REGISTRATION OF SUCH PURCHASER'S REGISTRABLE SECURITIES
UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS.
(VIII)
ADVISE EACH PURCHASER, PROMPTLY AFTER RECEIVING NOTICE THEREOF, OF
ANY STOP ORDER OR INJUNCTIVE ACTION ISSUED OR THREATENED BY THE SEC AND USE ITS
REASONABLE BEST EFFORTS TO TAKE ALL ACTIONS REQUIRED TO PREVENT THE ENTRY OF
SUCH STOP ORDER OR INJUNCTION, OR TO REMOVE OR RELEASE IT IF ENTERED.
(IX)
USE ITS REASONABLE BEST EFFORTS TO CAUSE ALL REGISTRABLE
SECURITIES INCLUDED IN THE REGISTRATION STATEMENT TO BE LISTED ON EACH
SECURITIES EXCHANGE OR QUOTATIONS SYSTEM ON WHICH THE COMMON STOCK IS THEN
LISTED OR PROPOSED TO BE LISTED ON OR BEFORE THE DATE OF THE FIRST SALE OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT.
(X)
OTHERWISE USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL OF THE
REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY
THE PURCHASERS THEREOF SET FORTH IN THE REGISTRATION STATEMENT AND TO MAKE
GENERALLY AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE,
AN EARNINGS STATEMENT SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT AND RULE 158 THEREUNDER.
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(C)
IF THE COMPANY IS NOTIFIED BY THE COMMISSION OR ANY OTHER
GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION AND AUTHORITY (AS DETERMINED IN
GOOD FAITH AFTER CONSULTATION BETWEEN COUNSEL TO THE COMPANY AND THE PURCHASERS)
THAT SALES OF REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT MUST BE
SUSPENDED, DELAYED OR HALTED BECAUSE OF A DEFECT IN THE REGISTRATION STATEMENT
OR THE PROSPECTUS INCLUDED THEREIN, EACH PURCHASER AGREES THAT, UPON RECEIPT OF
ANY NOTICE FROM THE COMPANY THEREOF, SUCH PURCHASER WILL NOT SELL ANY
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT UNTIL (I) SUCH
PURCHASER IS ADVISED IN WRITING BY THE COMPANY THAT THE USE OF THE APPLICABLE
PROSPECTUS MAY BE RESUMED, (II) SUCH PURCHASER HAS RECEIVED COPIES OF ANY
ADDITIONAL OR SUPPLEMENTAL OR AMENDED PROSPECTUS, IF APPLICABLE, AND (III) SUCH
PURCHASER HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS WHICH
ARE INCORPORATED OR DEEMED INCORPORATED