TO WHICH A HOLDER REASONABLY OBJECTS
IN GOOD FAITH, PROVIDED THAT, THE COMPANY IS NOTIFIED OF SUCH OBJECTION IN
WRITING WITHIN THE FIVE (5) TRADING DAY OR THREE (3) TRADING DAY PERIOD
DESCRIBED ABOVE, AS APPLICABLE.
(B)
(I)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS, TO EACH REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR ITS EFFECTIVENESS PERIOD; (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
PRACTICABLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO EACH
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 SUCH REGISTRATION STATEMENT OTHER THAN
ANY INFORMATION THAT WOULD RESULT IN THE DISCLOSURE TO THE HOLDERS OF MATERIAL
AND NON-PUBLIC INFORMATION CONCERNING THE COMPANY; AND (IV) COMPLY 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
UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED
OF (SUBJECT TO THE TERMS OF THIS AGREEMENT) IN ACCORDANCE WITH THE INTENDED
METHODS OF DISPOSITION BY THE HOLDERS THEREOF AS SET FORTH IN SUCH REGISTRATION
STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED; PROVIDED,
HOWEVER, THAT EACH PURCHASER SHALL BE RESPONSIBLE FOR THE DELIVERY OF THE
PROSPECTUS TO THE PERSONS TO WHOM SUCH PURCHASER SELLS ANY OF THE SHARES OR THE
WARRANT SHARES (INCLUDING IN ACCORDANCE WITH RULE 172 UNDER THE SECURITIES ACT),
AND EACH PURCHASER AGREES TO DISPOSE OF REGISTRABLE SECURITIES IN COMPLIANCE
WITH THE PLAN OF DISTRIBUTION DESCRIBED IN THE REGISTRATION STATEMENT AND
OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. IN
THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION STATEMENT WHICH ARE
REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS
SECTION 3(B)) BY REASON OF THE COMPANY FILING A REPORT ON FORM 10-K, FORM 10-Q
OR FORM 8-K OR ANY ANALOGOUS REPORT UNDER THE EXCHANGE ACT, THE COMPANY SHALL
HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH REGISTRATION STATEMENT, IF
APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR SUPPLEMENTS WITH THE COMMISSION ON
THE SAME DAY ON WHICH THE EXCHANGE ACT REPORT WHICH CREATED THE REQUIREMENT FOR
THE COMPANY TO AMEND OR SUPPLEMENT SUCH REGISTRATION STATEMENT WAS FILED.
(C)
NOTIFY THE HOLDERS (WHICH NOTICE SHALL, PURSUANT TO CLAUSES
(III) THROUGH (V) HEREOF, BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF
THE PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE) AS PROMPTLY AS
REASONABLY PRACTICABLE (AND, IN THE CASE OF (I)(A) BELOW, NOT LESS THAN TWO
TRADING DAYS PRIOR TO SUCH FILING, IN THE CASE OF