DOCUMENTS
PROPOSED TO BE FILED, WHICH DOCUMENTS (OTHER THAN THOSE INCORPORATED OR DEEMED
TO BE INCORPORATED BY REFERENCE) WILL BE SUBJECT TO THE REVIEW OF SUCH HOLDERS'
SPECIAL COUNSEL (AND CHANGES (IF ANY) TO CORRECT APPROPRIATE INFORMATION ABOUT
THE HOLDERS).
THE COMPANY SHALL NOT BE REQUIRED TO FILE A REGISTRATION
STATEMENT OR ANY PRE-EFFECTIVE AMENDMENTS THERETO TO WHICH THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES SHALL REASONABLY OBJECT IN GOOD FAITH IN
WRITING.
(C)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT;
(D)
FURNISH TO THE HOLDERS SUCH NUMBER OF COPIES OF A PROSPECTUS, INCLUDING A
PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE ACT, AND SUCH
OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY THEM;
(E)
NOTIFY THE HOLDERS PROMPTLY (AND, IF REQUESTED, CONFIRM SUCH ADVICE IN
WRITING) (I) WHEN A REGISTRATION STATEMENT HAS BECOME EFFECTIVE AND WHEN ANY
POST-EFFECTIVE AMENDMENTS AND SUPPLEMENTS THERETO BECOME EFFECTIVE, AND (II) OF
THE ISSUANCE BY THE SEC OR ANY STATE SECURITIES COMMISSION OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT;
(F)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE
HOLDERS;
(G)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND PERFORM
ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY FORM,
WITH THE MANAGING UNDERWRITER OF SUCH OFFERING;
(H)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES COVERED BY SUCH
6
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE ACT OF THE HAPPENING OF ANY EVENT AS A RESULT
OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT, AS THEN IN
EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES THEN EXISTING;
(I)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE SECURITIES
REGISTERED PURSUANT TO THIS AGREEMENT AND A CUSIP NUMBER FOR ALL SUCH
REGISTRABLE SECURITIES, IN EACH CASE NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION;
(J)
COOPERATE WITH THE HOLDERS AND THE MANAGING UNDERWRITER, IF ANY, TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES NOT BEARING ANY
RESTRICTIVE LEGENDS REPRESENTING THE REGISTRABLE SECURITIES TO BE SOLD, AND
CAUSE SUCH REGISTRABLE SECURITIES TO BE ISSUED IN SUCH DENOMINATIONS AND
REGISTERED IN SUCH NAMES IN ACCORDANCE WITH THE UNDERWRITING AGREEMENT PRIOR TO
ANY SALE OF REGISTRABLE SECURITIES TO THE UNDERWRITERS OR, IF NOT AN
UNDERWRITTEN OFFERING, IN ACCORDANCE WITH THE INSTRUCTIONS OF THE HOLDERS, AND
INSTRUCT ANY TRANSFER