AS MANY COPIES OF EACH 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.
(G)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES BY A
HOLDER, USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY OR
COOPERATE WITH THE SELLING HOLDERS IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH
REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS
OF ALL JURISDICTIONS WITHIN THE UNITED STATES AS ANY HOLDER REASONABLY REQUESTS
IN WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION
THEREFROM) EFFECTIVE DURING THE REGISTRATION PERIOD AND TO DO ANY AND ALL OTHER
ACTS OR THINGS REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION
STATEMENT; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED, SUBJECT
THE COMPANY TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT OR FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION.
7
(H)
IF REQUESTED BY THE HOLDERS, COOPERATE WITH THE HOLDERS TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO THE
REGISTRATION STATEMENTS, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT
PERMITTED BY THE PURCHASE AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE
SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH
NAMES AS ANY SUCH HOLDERS MAY REQUEST.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTIONS
3(C)(II) THROUGH (V), AS PROMPTLY AS REASONABLY POSSIBLE UNDER THE
CIRCUMSTANCES, AND IN THE CASE OF SECTION 3(C)(V) TAKING INTO ACCOUNT THE
COMPANY'S GOOD FAITH ASSESSMENT OF ANY ADVERSE CONSEQUENCES TO THE COMPANY AND
ITS STOCKHOLDERS OF THE PREMATURE DISCLOSURE OF SUCH EVENT, PREPARE A SUPPLEMENT
OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE AFFECTED REGISTRATION
STATEMENTS OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED, NEITHER A REGISTRATION
STATEMENT NOR SUCH PROSPECTUS WILL CONTAIN AN 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, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING AND THAT THE EVENT THAT RESULTED IN THE SUSPENSION OF
SUCH PROSPECTUS IS OTHERWISE CURED. IF THE COMPANY NOTIFIES THE HOLDERS IN
ACCORDANCE WITH SECTIONS 3(C)(II) THROUGH