THE
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE
NECESSARY TO KEEP THE REGISTRATION STATEMENT CURRENT AND EFFECTIVE FOR A PERIOD
NOT EXCEEDING, WITH RESPECT TO EACH INVESTOR'S SHARES PURCHASED HEREUNDER, THE
EARLIEST OF (A) THE FIRST ANNIVERSARY OF THE DATE THE REGISTRATION STATEMENT WAS
FIRST DECLARED EFFECTIVE BY THE SEC, (B) THE DATE ON WHICH THE INVESTOR MAY SELL
ALL SHARES THEN HELD BY THE INVESTOR WITHOUT RESTRICTION BY VOLUME LIMITATIONS
PURSUANT TO RULE 144(K) OF THE SECURITIES ACT OR (C) SUCH TIME AS ALL SHARES
PURCHASED BY SUCH INVESTOR IN THE OFFERING HAVE BEEN SOLD PURSUANT TO A
REGISTRATION STATEMENT;
(IV)
FURNISH TO THE INVESTOR WITH RESPECT TO THE
SHARES REGISTERED FOR RESALE UNDER THE REGISTRATION STATEMENT UP TO 20 COPIES OF
THE REGISTRATION STATEMENT, PROSPECTUSES (INCLUDING SUPPLEMENTAL PROSPECTUSES)
AND PRELIMINARY VERSIONS OF THE PROSPECTUS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ("PRELIMINARY PROSPECTUSES") IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER DOCUMENTS AS THE INVESTOR MAY
REASONABLY REQUEST, IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION
OF ALL OR ANY OF THE SHARES BY THE INVESTOR, PROVIDED, HOWEVER, THAT UNLESS
WAIVED BY THE COMPANY IN WRITING, THE OBLIGATION OF THE COMPANY TO DELIVER
COPIES OF PROSPECTUSES OR PRELIMINARY PROSPECTUSES TO THE INVESTOR SHALL BE
SUBJECT TO THE RECEIPT BY THE COMPANY OF REASONABLE ASSURANCES FROM THE INVESTOR
THAT THE INVESTOR WILL COMPLY WITH THE APPLICABLE PROVISIONS OF THE SECURITIES
ACT AND OF SUCH OTHER SHARES OR BLUE SKY LAWS AS MAY BE APPLICABLE IN CONNECTION
WITH ANY USE OF SUCH PROSPECTUSES OR PRELIMINARY PROSPECTUSES;
(V)
FILE DOCUMENTS REQUIRED OF THE COMPANY, IF
ANY, FOR NORMAL BLUE SKY CLEARANCE IN (A) IN ALL U.S. JURISDICTIONS IN WHICH ANY
OF THE SHARES ORIGINALLY SOLD, AND (B) IN STATES SPECIFIED IN WRITING BY THE
INVESTOR, PROVIDED, HOWEVER, THAT, AS TO CLAUSE (B) THE COMPANY SHALL NOT BE
REQUIRED TO QUALIFY TO DO BUSINESS OR CONSENT TO SERVICE OF PROCESS IN ANY
JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED;
(VI)
BEAR ALL REASONABLE EXPENSES (OTHER THAN
UNDERWRITING DISCOUNTS AND COMMISSIONS, IF ANY) INCLUDING THE REASONABLE FEES
AND EXPENSES OF A SINGLE COUNSEL TO THE INVESTORS, IN CONNECTION WITH THE
PROCEDURES IN PARAGRAPH (I) THROUGH (V) OF THIS SECTION 6.1 AND THE REGISTRATION
OF THE RESALE OF THE SHARES PURSUANT TO THE REGISTRATION STATEMENT; AND
(VII)
ADVISE THE INVESTOR, PROMPTLY AFTER IT SHALL
RECEIVE NOTICE OR OBTAIN KNOWLEDGE OF THE ISSUANCE OF ANY STOP ORDER BY THE SEC
DELAYING OR SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR OF THE
INITIATION OF ANY PROCEEDING FOR THAT PURPOSE; AND PROMPTLY USE ITS COMMERCIALLY
REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO OBTAIN ITS
WITHDRAWAL AT THE EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER SHOULD BE ISSUED.
(B)
WITH A VIEW TO MAKING AVAILABLE TO THE
INVESTOR THE BENEFITS OF RULE 144 (OR ITS SUCCESSOR RULE) AND ANY OTHER RULE OR
REGULATION OF