INVESTOR WRITTEN
NOTICE (A "RULE 416 NOTICE") SETTING FORTH THE BASIS FOR THE COMPANY'S POSITION
AND THE AUTHORITY THEREFOR.
3
3.
OBLIGATIONS OF THE COMPANY.
In connection with the registration of the Registrable Securities, the Company
shall have the following obligations:
(A)
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC THE REGISTRATION
STATEMENT REQUIRED BY SECTION 2(A) AS SOON AS REASONABLY PRACTICABLE (BUT IN NO
EVENT LATER THAN THE FILING DATE), AND USE ITS BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT RELATING TO REGISTRABLE SECURITIES TO BECOME EFFECTIVE AS
SOON AS PRACTICABLE AFTER SUCH FILING BUT IN NO EVENT LATER THAN THE
REGISTRATION DEADLINE), AND KEEP SUCH REGISTRATION STATEMENT EFFECTIVE PURSUANT
TO RULE 415 AT ALL TIMES UNTIL SUCH DATE AS IS THE EARLIER OF (I) THE DATE ON
WHICH ALL OF THE REGISTRABLE SECURITIES HAVE BEEN SOLD AND (II) THE DATE ON
WHICH ALL OF THE REGISTRABLE SECURITIES (IN THE REASONABLE OPINION OF COUNSEL TO
THE INITIAL INVESTORS, WHICH SHALL BE SOUGHT UPON THE REASONABLE REQUEST OF THE
COMPANY) MAY BE IMMEDIATELY SOLD TO THE PUBLIC WITHOUT REGISTRATION OR
RESTRICTION PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION (THE "REGISTRATION PERIOD"), WHICH REGISTRATION STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN AND ALL
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) SHALL NOT CONTAIN 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 NOT MISLEADING, AND
(III) SHALL COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE REGISTRATION STATEMENT
OR INCORPORATED BY REFERENCE THEREIN WILL COMPLY AS TO FORM IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND
REGULATIONS OF THE SEC APPLICABLE WITH RESPECT THERETO.
SUCH FINANCIAL
STATEMENTS WILL BE PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT
(I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES
THERETO, OR (II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY
MAY NOT INCLUDE FOOTNOTES OR MAY BE CONDENSED ON SUMMARY STATEMENTS AND FAIRLY
PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES THEREOF AND THE
CONSOLIDATED RESULTS OF THEIR OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN
ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO IMMATERIAL YEAR-END
ADJUSTMENTS).
(B)
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH THE REGISTRATION STATEMENT
AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES
DURING THE REGISTRATION PERIOD, AND, DURING SUCH PERIOD, COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL
REGISTRABLE SECURITIES OF THE COMPANY COVERED BY THE