DOCUMENTS (OTHER THAN THOSE INCORPORATED)
WILL BE
SUBJECT TO THE REVIEW OF SUCH HOLDERS AND LEGAL COUNSEL, AND (II) CAUSE ITS
OFFICERS AND DIRECTORS, COUNSEL AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO
RESPOND TO SUCH INQUIRIES AS SHALL BE NECESSARY, IN THE REASONABLE OPINION OF
LEGAL COUNSEL TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF THE
SECURITIES ACT. THE COMPANY SHALL NOT FILE A REGISTRATION STATEMENT OR ANY SUCH
PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES SHALL REASONABLY OBJECT IN GOOD FAITH,
PROVIDED THAT, THE COMPANY IS NOTIFIED OF SUCH OBJECTION IN WRITING NO LATER
THAN 5 TRADING DAYS AFTER THE HOLDERS HAVE BEEN SO FURNISHED COPIES OF SUCH
DOCUMENTS. EACH HOLDER AGREES TO FURNISH TO THE COMPANY A COMPLETED
QUESTIONNAIRE IN THE FORM ATTACHED TO THIS AGREEMENT AS ANNEX B (A "SELLING
SHAREHOLDER QUESTIONNAIRE") NOT LESS THAN TWO TRADING DAYS PRIOR TO THE FILING
DATE OR BY THE END OF THE FOURTH TRADING DAY FOLLOWING THE DATE ON WHICH SUCH
HOLDER RECEIVES DRAFT MATERIALS IN ACCORDANCE WITH THIS SECTION.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP A REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH
THE COMMISSION SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR
RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE
THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT (SUBJECT TO THE TERMS OF THIS AGREEMENT), AND AS SO SUPPLEMENTED OR
AMENDED TO BE FILED PURSUANT TO RULE 424; (III) RESPOND AS PROMPTLY AS
REASONABLY POSSIBLE,
TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT
TO A REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS
REASONABLY POSSIBLE PROVIDE THE HOLDERS TRUE AND COMPLETE COPIES OF ALL
CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO A REGISTRATION STATEMENT;
(IV) FILE THE FINAL PROSPECTUS PURSUANT TO RULE 424 OF THE SECURITIES ACT NO
LATER THAN 9:00 A.M. EASTERN TIME ON THE BUSINESS DAY FOLLOWING THE DATE THE
REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE COMMISSION; AND (V) COMPLY
IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE
EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES
COVERED BY A REGISTRATION STATEMENT DURING THE EFFECTIVENESS PERIOD IN
ACCORDANCE (SUBJECT TO THE TERMS OF THIS AGREEMENT) WITH THE INTENDED METHODS OF
DISPOSITION BY THE HOLDERS THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT AS
SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE HOLDERS OF REGISTRABLE
SECURITIES
TO BE SOLD (WHICH NOTICE SHALL, PURSUANT TO CLAUSES (II) THROUGH
(VI) HEREOF, BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE
PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE) AS PROMPTLY AS REASONABLY
POSSIBLE (AND, IN THE CASE OF (I)(A) BELOW, NOT LESS THAN FIVE TRADING