NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE UNTIL
THE EARLIER OF (I) TWO YEARS AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT, (II) THE DATE ON WHICH THE SHARES MAY BE RESOLD BY THE PURCHASERS
WITHOUT RESTRICTION AS TO AMOUNT UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER RULE OF SIMILAR EFFECT OR (III) ALL SHARES HAVE BEEN SOLD BY THE
PURCHASERS;
(D)
FURNISH TO THE PURCHASERS WITH RESPECT TO THE SHARES REGISTERED
UNDER THE REGISTRATION STATEMENT (AND TO EACH UNDERWRITER, IF ANY, OF SUCH
SHARES) SUCH NUMBER OF COPIES OF PROSPECTUSES AND SUCH OTHER DOCUMENTS AS THE
PURCHASERS MAY REASONABLY REQUEST, IN ORDER TO FACILITATE THE PUBLIC SALE OR
OTHER DISPOSITION OF ALL OR ANY OF THE SHARES BY THE PURCHASER; PROVIDED,
HOWEVER, THAT THE OBLIGATION OF THE COMPANY TO DELIVER COPIES OF PROSPECTUSES TO
THE PURCHASERS SHALL BE SUBJECT TO THE RECEIPT BY THE COMPANY OF REASONABLE
ASSURANCES FROM THE PURCHASERS THAT THE PURCHASERS WILL COMPLY WITH THE
APPLICABLE PROVISIONS OF THE SECURITIES ACT AND OF SUCH OTHER SECURITIES OR BLUE
SKY LAWS AS MAY BE APPLICABLE IN CONNECTION WITH ANY USE OF SUCH PROSPECTUSES;
(E)
FILE DOCUMENTS REQUIRED OF THE COMPANY FOR NORMAL BLUE SKY
CLEARANCE IN STATES SPECIFIED IN WRITING BY THE PURCHASER; PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE
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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; AND
(F)
BEAR ALL EXPENSES IN CONNECTION WITH THE PROCEDURES IN PARAGRAPHS
(A) THROUGH (E) OF THIS SECTION D1 AND THE REGISTRATION OF THE SHARES PURSUANT
TO THE REGISTRATION STATEMENT, OTHER THAN FEES AND EXPENSES, IF ANY, OF COUNSEL
OR OTHER ADVISERS TO THE PURCHASERS OR UNDERWRITING DISCOUNTS, BROKERAGE FEES
AND COMMISSIONS INCURRED BY THE PURCHASERS, IF ANY.
(2)
ADDITIONAL COVENANTS OF THE COMPANY.
DURING THE TIME THE COMPANY
IS REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, IT
SHALL (I) CONTINUE TO MAINTAIN THE REGISTRATION OF ITS COMMON STOCK UNDER
SECTION 12 OF THE EXCHANGE ACT, (II) USE ITS BEST EFFORTS TO MAKE ALL SEC
REPORTS ON A TIMELY BASIS AND (III) MAINTAIN THE LISTING OF COMMON STOCK ON THE
NASDAQ STOCK MARKET OR ON A NATIONAL SECURITIES EXCHANGE.
(3)
TRANSFER OF SHARES AFTER REGISTRATION.
EACH PURCHASER AGREES THAT
IT WILL NOT EFFECT ANY DISPOSITION OF THE SHARES OR ITS RIGHT TO PURCHASE THE
SHARES THAT WOULD CONSTITUTE A SALE WITHIN THE MEANING OF THE SECURITIES ACT,
EXCEPT AS CONTEMPLATED IN THE REGISTRATION STATEMENT REFERRED TO IN SECTION D1,
AND THAT IT WILL PROMPTLY NOTIFY THE COMPANY OF ANY CHANGES IN THE INFORMATION
SET FORTH IN THE REGISTRATION STATEMENT REGARDING THE PURCHASERS OR ITS PLAN OF
DISTRIBUTION.
(4)
TERMINATION OF CONDITIONS AND OBLIGATIONS.
THE RESTRICTIONS
IMPOSED BY SECTION B OR THE SECTION D3 OF THIS AGREEMENT UPON THE
TRANSFERABILITY OF THE SHARES SHALL CEASE AND TERMINATE AS TO ANY PARTICULAR
NUMBER OF THE SHARES ON THE DATE ALL SUCH SHARES ARE