REGISTRATION STATEMENT
OR THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR
FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE
PURCHASERS OF THE REGISTRABLE STOCK BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL
NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(XI)
CAUSE ALL REGISTRABLE STOCK COVERED BY THE REGISTRATION STATEMENT
TO BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY
THE COMPANY ARE THEN LISTED;
(XII)
PROVIDE AND CAUSE TO BE MAINTAINED A TRANSFER AGENT AND REGISTRAR
FOR ALL SUCH REGISTRABLE STOCK COVERED BY SUCH REGISTRATION STATEMENT NOT LATER
THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(XIII)
OBTAIN AN OPINION FROM THE COMPANY'S COUNSEL AND A "COLD COMFORT"
LETTER FROM THE COMPANY'S INDEPENDENT AUDITORS IN CUSTOMARY FORM AND COVERING
SUCH MATTERS AS ARE CUSTOMARILY COVERED BY SUCH OPINIONS AND "COLD COMFORT"
LETTERS DELIVERED TO UNDERWRITERS IN UNDERWRITTEN PUBLIC OFFERINGS, WHICH
OPINION AND LETTER SHALL BE REASONABLY SATISFACTORY TO THE UNDERWRITER, IF ANY,
AND TO THE INVESTORS OWNING A MAJORITY IN INTEREST OF THE REGISTRABLE STOCK
BEING REGISTERED IN SUCH OFFERING, AND FURNISH TO EACH INVESTOR PARTICIPATING IN
THE OFFERING AND TO EACH UNDERWRITER, IF ANY, A COPY OF SUCH OPINION AND LETTER
ADDRESSED TO SUCH INVESTOR OR UNDERWRITER;
(XIV)
DELIVER PROMPTLY TO EACH INVESTOR PARTICIPATING IN THE OFFERING AND
EACH UNDERWRITER, IF ANY, COPIES OF ALL CORRESPONDENCE BETWEEN THE COMMISSION
AND THE COMPANY, ITS COUNSEL OR AUDITORS AND ALL MEMORANDA RELATING TO
DISCUSSIONS WITH THE COMMISSION OR ITS STAFF WITH RESPECT TO THE REGISTRATION
STATEMENT, OTHER THAN THOSE PORTIONS OF ANY SUCH CORRESPONDENCE AND MEMORANDA
WHICH CONTAIN INFORMATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE WITH RESPECT TO
THE COMPANY, AND, UPON RECEIPT OF SUCH
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CONFIDENTIALITY AGREEMENTS AS THE COMPANY MAY REASONABLY REQUEST, MAKE
REASONABLY AVAILABLE FOR INSPECTION BY ANY SELLER OF SUCH REGISTRABLE STOCK
COVERED BY SUCH REGISTRATION STATEMENT, BY ANY UNDERWRITER, IF ANY,
PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED PURSUANT TO SUCH REGISTRATION
STATEMENT AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
SELLER OR ANY SUCH UNDERWRITER, ALL PERTINENT FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE ALL OF
THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY, ACCOUNTANT OR
AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(XV)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE STOCK INCLUDED IN SUCH
REGISTRATION STATEMENT, NOT LATER THAN THE EFFECTIVE DATE OF THE APPLICABLE
REGISTRATION STATEMENT;
(XVI)
ENTER INTO SUCH AGREEMENTS (INCLUDING AN UNDERWRITING AGREEMENT IN
FORM REASONABLY SATISFACTORY TO THE COMPANY) AND TAKE ALL SUCH OTHER REASONABLE
ACTIONS IN CONNECTION THEREWITH IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE STOCK, AND TO THE EXTENT REQUIRED BY THE
UNDERWRITER, PARTICIPATE IN A ROAD SHOW ARRANGED BY THE UNDERWRITER WITH
INVESTORS;
(XVII)
MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF THE INVESTORS
THE REGISTRABLE STOCK BEING