RULE 144 PROMULGATED UNDER THE ACT AND ANY OTHER RULE OR
REGULATION OF THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") THAT MAY AT ANY
TIME PERMIT A HOLDER TO SELL SECURITIES OF THE COMPANY TO THE PUBLIC WITHOUT
REGISTRATION OR PURSUANT TO A REGISTRATION ON FORM S-3, THE COMPANY AGREES TO:
(A)
FILE ON A TIMELY BASIS WITH THE SECURITIES AND EXCHANGE COMMISSION
ALL INFORMATION THAT THE COMMISSION MAY REQUIRE UNDER EITHER OF SECTION 13 OR
SECTION 15(D) OF THE EXCHANGE ACT AND, SO LONG AS IT IS REQUIRED TO FILE SUCH
INFORMATION, TAKE ALL ACTION THAT MAY BE REQUIRED AS A CONDITION TO THE
AVAILABILITY OF RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR EXEMPTIVE
RULE HEREINAFTER IN EFFECT) WITH RESPECT TO THE COMPANY'S COMMON STOCK; AND
(B)
FURNISH TO ANY HOLDER FORTHWITH UPON REQUEST (I) A WRITTEN
STATEMENT BY THE COMPANY AS TO ITS COMPLIANCE WITH THE REPORTING REQUIREMENTS OF
RULE 144, (II) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE
COMPANY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND (III) ANY
OTHER REPORTS AND DOCUMENTS THAT A HOLDER MAY REASONABLY REQUEST IN AVAILING
ITSELF OF ANY RULE OR REGULATION OF THE SEC ALLOWING A HOLDER TO SELL ANY SUCH
REGISTRABLE SHARES WITHOUT REGISTRATION.
2.6
FURTHER OBLIGATIONS OF THE COMPANY. WHENEVER THE COMPANY IS
REQUIRED HEREUNDER TO REGISTER REGISTRABLE SHARES, IT AGREES THAT IT SHALL ALSO
DO THE FOLLOWING:
(A)
FURNISH TO EACH SELLING HOLDER SUCH COPIES OF EACH PRELIMINARY AND
FINAL PROSPECTUS AND ANY OTHER DOCUMENTS THAT SUCH HOLDER MAY REASONABLY REQUEST
TO FACILITATE THE PUBLIC OFFERING OF ITS REGISTRABLE SHARES;
(B)
USE ITS BEST EFFORTS TO REGISTER OR QUALIFY THE REGISTRABLE SHARES
TO BE REGISTERED PURSUANT TO THIS AGREEMENT UNDER THE APPLICABLE SECURITIES OR
"BLUE SKY" LAWS OF SUCH JURISDICTIONS AS ANY SELLING HOLDER MAY REASONABLY
REQUEST AND KEEP SUCH REGISTRATION OR QUALIFICATION EFFECTIVE DURING THE PERIOD
SET FORTH IN SECTION 2.6(J) BELOW; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE OBLIGATED TO QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT
5
then so qualified or to take any action that would subject it to the service of
process in suits other than those arising out of the offer or sale of the
securities covered by the registration statement in any jurisdiction where it is
not then so subject;
(C)
NOTIFY EACH HOLDER OF REGISTRABLE SHARES COVERED BY SUCH
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE ACT OF THE HAPPENING OF ANY EVENT AS A RESULT
OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT, AS THEN IN
EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES THEN EXISTING;
(D)
CAUSE ALL SUCH REGISTRABLE SHARES REGISTERED PURSUANT HEREUNDER TO
BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES