FOR INCLUSION THEREIN OR ANY STATEMENT MADE IN A REGISTRATION
STATEMENT OR PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED THEREIN BY REFERENCE UNTRUE IN ANY MATERIAL RESPECT OR THAT
REQUIRES ANY REVISIONS TO A
5
REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE OF A
REGISTRATION STATEMENT OR THE PROSPECTUS, AS THE CASE MAY BE, IT WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND
(VI) THE OCCURRENCE OR EXISTENCE OF ANY PENDING CORPORATE DEVELOPMENT WITH
RESPECT TO THE COMPANY THAT THE COMPANY BELIEVES MAY BE MATERIAL AND THAT, IN
THE DETERMINATION OF THE COMPANY, MAKES IT NOT IN THE BEST INTEREST OF THE
COMPANY TO ALLOW CONTINUED AVAILABILITY OF A REGISTRATION STATEMENT OR
PROSPECTUS; PROVIDED THAT ANY AND ALL OF SUCH INFORMATION SHALL REMAIN
CONFIDENTIAL TO EACH HOLDER UNTIL SUCH INFORMATION OTHERWISE BECOMES PUBLIC,
UNLESS DISCLOSURE BY A HOLDER IS REQUIRED BY LAW; PROVIDED, FURTHER,
NOTWITHSTANDING EACH HOLDER'S AGREEMENT TO KEEP SUCH INFORMATION CONFIDENTIAL,
THE HOLDERS MAKE NO ACKNOWLEDGEMENT THAT ANY SUCH INFORMATION IS MATERIAL,
NON-PUBLIC INFORMATION.
(E)
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE
OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.
(F)
FURNISH TO EACH HOLDER, WITHOUT CHARGE,
AT LEAST ONE CONFORMED COPY OF EACH SUCH REGISTRATION STATEMENT AND EACH
AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE TO THE EXTENT
REQUESTED BY SUCH PERSON, AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH
PERSON (INCLUDING THOSE PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE)
PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE COMMISSION.
(G)
PROMPTLY DELIVER TO EACH HOLDER, WITHOUT
CHARGE, AS MANY COPIES OF THE PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF
PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST IN CONNECTION WITH RESALES BY THE HOLDER OF REGISTRABLE
SECURITIES.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE COMPANY HEREBY CONSENTS
TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH
OF THE SELLING HOLDERS IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR
SUPPLEMENT THERETO, EXCEPT AFTER THE GIVING ON ANY NOTICE PURSUANT TO
SECTION 3(D).
(H)
IF NASDR RULE 2710 REQUIRES ANY
BROKER-DEALER TO MAKE A FILING PRIOR TO EXECUTING A SALE BY A HOLDER, THE
COMPANY SHALL (I) MAKE AN ISSUER FILING WITH THE NASDR, INC. CORPORATE FINANCING
DEPARTMENT PURSUANT TO NASDR RULE 2710(B)(10)(A)(I), (II) RESPOND WITHIN FIVE
TRADING DAYS TO ANY COMMENTS RECEIVED FROM NASDR IN CONNECTION THEREWITH, AND
(III) PAY THE FILING FEE REQUIRED