AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS THERETO), AND THE
PROSPECTUS INCLUDED THEREIN (INCLUDING EACH PRELIMINARY PROSPECTUS AND ANY
PROSPECTUS FILED UNDER RULE 424 UNDER THE SECURITIES ACT) AS THE STOCKHOLDER MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE
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REGISTRABLE SECURITIES; IN ADDITION, THE ISSUER SHALL PROMPTLY AFTER RECEIPT
FURNISH TO THE STOCKHOLDER COPIES OF THE PORTIONS OF ANY AND ALL TRANSMITTAL
LETTERS AND ANY OTHER CORRESPONDENCE (INCLUDING COMMENT LETTERS) WITH THE
COMMISSION OR ANY OTHER GOVERNMENTAL ENTITY IN RESPECT OF SUCH REGISTRATION
STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO AND THAT RELATE TO THE SECTIONS
ENTITLED "PLAN OF DISTRIBUTION" OR "SELLING STOCKHOLDER" OR OTHER SECTIONS
CONTAINING INFORMATION PROVIDED BY THE STOCKHOLDER PURSUANT TO SECTION 6.2, AND
THE STOCKHOLDER SHALL HAVE THE RIGHT TO REQUEST THAT, SUBJECT TO THE TERMS OF
THIS AGREEMENT, THE ISSUER MODIFY ANY SUCH INFORMATION CONTAINED IN SUCH
REGISTRATION STATEMENT OR AMENDMENT AND SUPPLEMENT THERETO PERTAINING TO THE
STOCKHOLDER IN SUCH SECTIONS, AND THE ISSUER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH SUCH REQUEST (PROVIDED, HOWEVER, THAT THE ISSUER SHALL
NOT HAVE ANY OBLIGATION TO MODIFY ANY INFORMATION IF THE ISSUER REASONABLY
EXPECTS THAT SO DOING WOULD CAUSE THE REGISTRATION STATEMENT TO CONTAIN AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING);
(D)
THE ISSUER SHALL USE COMMERCIALLY REASONABLE EFFORTS (I) TO
REGISTER OR QUALIFY ALL REGISTRABLE SECURITIES AND OTHER SECURITIES COVERED BY
THE REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF
SUCH STATES OF THE UNITED STATES OF AMERICA WHERE AN EXEMPTION IS NOT AVAILABLE
AND AS THE STOCKHOLDER SHALL REASONABLY REQUEST, (II) TO KEEP SUCH REGISTRATION
OR QUALIFICATION IN EFFECT DURING THE PERIOD DURING WHICH THE REGISTRATION
STATEMENT IS REQUIRED TO BE EFFECTIVE PURSUANT TO THIS AGREEMENT, (III) TO
OBTAIN THE WITHDRAWAL OF ANY ORDER OR OTHER DETERMINATION SUSPENDING SUCH
REGISTRATION OR QUALIFICATION DURING THE PERIOD DURING WHICH THE REGISTRATION
STATEMENT IS REQUIRED TO BE EFFECTIVE PURSUANT TO THIS AGREEMENT AND (IV) TO
TAKE ANY OTHER ACTION WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE
THE STOCKHOLDER TO CONSUMMATE THE DISPOSITION OF THE RELEVANT REGISTRABLE
SECURITIES IN SUCH JURISDICTIONS, EXCEPT THAT THE ISSUER SHALL NOT FOR ANY SUCH
PURPOSE BE REQUIRED TO (A) QUALIFY GENERALLY TO DO BUSINESS AS A FOREIGN
CORPORATION IN ANY JURISDICTION WHEREIN IT WOULD NOT BUT FOR THE REQUIREMENTS OF
THIS CLAUSE (IV) BE OBLIGATED TO BE SO QUALIFIED, (B) SUBJECT ITSELF TO TAXATION
IN ANY SUCH JURISDICTION OR (C) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY
SUCH JURISDICTION;
(E)
THE ISSUER SHALL ENTER INTO AND PERFORM CUSTOMARY AGREEMENTS
(INCLUDING UNDERWRITING AND INDEMNIFICATION AND CONTRIBUTION AGREEMENTS IN
CUSTOMARY FORM WITH THE MANAGING UNDERWRITERS, CO-MANAGERS OR OTHER COUNTERPARTY
AND REASONABLY ACCEPTABLE TO THE COUNTERPARTY) AND TAKE SUCH OTHER COMMERCIALLY
REASONABLE ACTIONS AS ARE REQUIRED IN ORDER TO EXPEDITE OR FACILITATE EACH
DISPOSITION (OTHER THAN THE FINAL DISTRIBUTION OR AN