FORM AND CONTENT WITH THE APPLICABLE REQUIREMENTS OF THE 1933 ACT AND NOT
CONTAIN OR INCORPORATE BY REFERENCE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE, NOT MISLEADING.
THE REGISTRATION STATEMENT SHALL CONTAIN A "PLAN OF
DISTRIBUTION" APPROVED BY THE INVESTOR.
THE TERM "COMMERCIALLY REASONABLE
EFFORTS" SHALL MEAN, AMONG OTHER THINGS, THAT THE COMPANY SHALL RESPOND TO ANY
COMMENTS OF THE STAFF OF THE SEC WITH RESPECT TO A REGISTRATION STATEMENT AS
PROMPTLY AS REASONABLY PRACTICABLE AND SHALL SUBMIT TO THE SEC, AS PROMPTLY AS
REASONABLY PRACTICABLE AFTER THE COMPANY LEARNS THAT NO REVIEW OF A REGISTRATION
STATEMENT WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF OF THE SEC HAS
NO FURTHER COMMENTS ON THE REGISTRATION STATEMENT, AS THE CASE MAY BE, A REQUEST
FOR ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND
DATE NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF SUCH REQUEST.
B.
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND ANY PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT
(WHICH PROSPECTUS SUPPLEMENTS SHALL BE FILED PURSUANT TO RULE 424 (OR SUCCESSOR
THERETO) PROMULGATED UNDER THE 1933 ACT) AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD,
AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH RESPECT
TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED BY SUCH
REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES
SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN SUCH REGISTRATION
STATEMENT.
IN THE CASE OF ANY AMENDMENT OR SUPPLEMENT TO A REGISTRATION
STATEMENT OR PROSPECTUS THAT IS REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT
(INCLUDING PURSUANT TO THIS SECTION 3(B)) BY REASON OF THE COMPANY FILING A
REPORT UNDER THE 1934 ACT, THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY
REFERENCE INTO SUCH REGISTRATION STATEMENT, IF APPLICABLE AND PERMITTED BY LAW,
OR SHALL FILE SUCH AMENDMENTS OR SUPPLEMENTS WITH THE SEC ON THE SAME DAY.
THE
COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO CAUSE ANY
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON
AS PRACTICABLE AFTER SUCH FILING.
NO LATER THAN THE SECOND BUSINESS DAY AFTER A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT BECOMES EFFECTIVE, THE
COMPANY SHALL FILE WITH THE SEC THE FINAL PROSPECTUS INCLUDED THEREIN PURSUANT
TO RULE 424 (OR SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT.
C.
THE INVESTOR SHALL HAVE THE RIGHT TO SELECT ONE LEGAL COUNSEL TO
REVIEW SUCH REGISTRATION STATEMENTS ("LEGAL COUNSEL").
THE COMPANY SHALL
REASONABLY COOPERATE WITH LEGAL COUNSEL IN PERFORMING THE COMPANY'S OBLIGATIONS
UNDER THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL
(A) PERMIT LEGAL COUNSEL