STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES THEN PREVAILING, NOT MISLEADING, AS PROMPTLY AS
PRACTICABLE AFTER BECOMING AWARE THEREOF, THE COMPANY WILL GIVE NOTICE THEREOF
TO THE INITIAL
20
PURCHASERS THROUGH THE REPRESENTATIVE AND, IF REQUESTED BY THE REPRESENTATIVE,
WILL PREPARE AND FURNISH WITHOUT CHARGE TO EACH INITIAL PURCHASER A FREE WRITING
OFFERING DOCUMENT OR OTHER DOCUMENT WHICH WILL CORRECT SUCH CONFLICT, STATEMENT
OR OMISSION.
(F)
PROMPTLY FROM TIME TO TIME TO TAKE SUCH
ACTION AS THE INITIAL PURCHASERS MAY REASONABLY REQUEST TO QUALIFY THE
SECURITIES FOR OFFERING AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS THE INITIAL PURCHASERS MAY REQUEST AND TO COMPLY WITH SUCH LAWS
SO AS TO PERMIT THE CONTINUANCE OF SALES AND DEALINGS THEREIN IN SUCH
JURISDICTIONS FOR AS LONG AS MAY BE NECESSARY TO COMPLETE THE DISTRIBUTION OF
THE SECURITIES; PROVIDED THAT IN CONNECTION THEREWITH THE COMPANY SHALL NOT BE
REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION IN ANY JURISDICTION IN WHICH IT
WOULD NOT OTHERWISE BE REQUIRED TO SO QUALIFY, (II) FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION
IN ANY JURISDICTION IN WHICH IT WOULD NOT OTHERWISE BE SUBJECT.
(G)
FOR A PERIOD COMMENCING ON THE DATE HEREOF
AND ENDING ON THE 90TH DAY AFTER THE DATE OF THE OFFERING MEMORANDUM (THE
"LOCK-UP PERIOD"), THE COMPANY AGREES NOT TO, DIRECTLY OR INDIRECTLY, (1) OFFER
FOR SALE, SELL, OR OTHERWISE DISPOSE OF (OR ENTER INTO ANY TRANSACTION OR DEVICE
THAT IS DESIGNED TO, OR WOULD BE EXPECTED TO, RESULT IN THE DISPOSITION BY ANY
PERSON AT ANY TIME IN THE FUTURE OF) ANY COMMON STOCK (PAR VALUE $0.001 PER
SHARE) OF THE COMPANY OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SUCH
COMMON STOCK OF THE COMPANY, OR SELL OR GRANT OPTIONS, RIGHTS OR WARRANTS WITH
RESPECT TO THE COMMON STOCK OF THE COMPANY OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR THE COMMON STOCK OF THE COMPANY, (2) ENTER INTO ANY SWAP OR
OTHER DERIVATIVES TRANSACTION THAT TRANSFERS TO ANOTHER, IN WHOLE OR IN PART,
ANY OF THE ECONOMIC BENEFITS OR RISKS OF OWNERSHIP OF THE COMMON STOCK OF THE
COMPANY, WHETHER ANY SUCH TRANSACTION DESCRIBED IN CLAUSE (1) OR (2) ABOVE IS TO
BE SETTLED BY DELIVERY OF COMMON STOCK SECURITIES OF THE COMPANY OR OTHER
SECURITIES, IN CASH OR OTHERWISE, (3) FILE OR CAUSE TO BE FILED A REGISTRATION
STATEMENT (OTHER THAN ON FORM S-8 OR ANY SUCCESSOR FORM OR THE REGISTRATION
STATEMENT CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT), WITH RESPECT TO
THE REGISTRATION OF COMMON STOCK OF THE COMPANY OR SECURITIES CONVERTIBLE,
EXERCISABLE OR EXCHANGEABLE INTO SHARES OF COMMON STOCK OF THE COMPANY OR (4)
PUBLICLY ANNOUNCE AN OFFERING OF ANY SHARES OF COMMON STOCK OF THE COMPANY OR
SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO SHARES OF COMMON STOCK OF THE
COMPANY, IN EACH CASE WITHOUT THE PRIOR WRITTEN CONSENT OF LEHMAN BROTHERS INC.,
ON BEHALF OF THE INITIAL PURCHASERS, EXCEPT THAT A SUBSIDIARY OF