REGISTRATION STATEMENT OF
MATERIAL INFORMATION WHICH THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR
KEEPING CONFIDENTIAL AND THE NONDISCLOSURE OF WHICH IN THE REGISTRATION
STATEMENT MIGHT CAUSE THE REGISTRATION
3
STATEMENT TO FAIL TO COMPLY WITH APPLICABLE DISCLOSURE REQUIREMENTS (A
"MATERIALITY NOTICE"), HOLDER AGREES THAT IT WILL IMMEDIATELY DISCONTINUE OFFERS
AND SALES OF THE REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL
HOLDER RECEIVES COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS THAT CORRECTS THE
MISSTATEMENT(S) OR OMISSION(S) REFERRED TO ABOVE AND RECEIVES NOTICE THAT ANY
POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE; PROVIDED, THAT THE COMPANY MAY
DELAY, SUSPEND OR WITHDRAW THE REGISTRATION STATEMENT FOR SUCH REASON FOR NO
MORE THAN SIXTY (60) DAYS AFTER DELIVERY OF THE MATERIALITY NOTICE AT ANY ONE
TIME. IF SO DIRECTED BY THE COMPANY, HOLDER WILL DELIVER TO THE COMPANY ALL
COPIES OF THE PROSPECTUS COVERING THE REGISTRABLE SECURITIES CURRENT AT THE TIME
OF RECEIPT OF ANY MATERIALITY NOTICE.
3.3
QUALIFICATION.
THE COMPANY AGREES TO USE ITS COMMERCIALLY REASONABLE BEST
EFFORTS TO REGISTER OR QUALIFY THE REGISTRABLE SECURITIES BY THE TIME THE
APPLICABLE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE COMMISSION UNDER
ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS AS THE
SELLING HOLDERS SHALL REASONABLY REQUEST IN WRITING, TO KEEP EACH SUCH
REGISTRATION OR QUALIFICATION EFFECTIVE DURING THE PERIOD SUCH REGISTRATION
STATEMENT IS REQUIRED TO BE KEPT EFFECTIVE OR DURING THE PERIOD OFFERS OR SALES
ARE BEING MADE BY SUCH SELLING HOLDERS AFTER DELIVERY OF A REGISTRATION NOTICE
TO THE COMPANY, WHICHEVER IS SHORTER, AND TO DO ANY AND ALL OTHER ACTS AND
THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE SELLING
HOLDERS TO CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION OF THE
REGISTRABLE SECURITIES OWNED BY SUCH SELLING HOLDERS; PROVIDED, HOWEVER, THAT
THE COMPANY SHALL NOT BE REQUIRED TO (X) QUALIFY GENERALLY TO DO BUSINESS IN ANY
JURISDICTION OR TO REGISTER AS A BROKER OR DEALER IN SUCH JURISDICTION WHERE IT
WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3.3, (Y) SUBJECT
ITSELF TO TAXATION IN ANY SUCH JURISDICTION OR (Z) SUBMIT TO THE GENERAL SERVICE
OF PROCESS IN ANY SUCH JURISDICTION.
3.4
WHENEVER THE COMPANY IS REQUIRED TO EFFECT THE REGISTRATION OF REDEMPTION
SHARES UNDER THE ACT PURSUANT TO SECTION 3.1 OF THIS AGREEMENT, SUBJECT TO
SECTION 3.2 HEREOF, THE COMPANY SHALL:
(A)
PREPARE AND FILE WITH THE COMMISSION (AS SOON AS REASONABLY
PRACTICAL
AFTER RECEIVING THE REGISTRATION NOTICE, AND IN ANY EVENT WITHIN 60 DAYS AFTER
RECEIPT OF SUCH REGISTRATION NOTICE) THE REQUISITE REGISTRATION STATEMENT TO
EFFECT SUCH REGISTRATION, WHICH REGISTRATION STATEMENT SHALL COMPLY AS TO FORM
IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM AND
INCLUDE ALL FINANCIAL STATEMENTS REQUIRED BY THE COMMISSION TO BE FILED
THEREWITH, AND THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE; PROVIDED, HOWEVER, THAT BEFORE
FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO, OR COMPARABLE STATEMENTS UNDER SECURITIES OR BLUE SKY