AND DISBURSEMENTS FOR THE PURCHASERS' RESPECTIVE
COUNSEL, THE UNDERWRITING COMMISSIONS OR BROKERAGE FEES, AND TAXES OF ANY KIND
(INCLUDING, WITHOUT LIMITATION, TRANSFER TAXES) APPLICABLE TO ANY DISPOSITION,
SALE OR TRANSFER OF THE PURCHASER'S REGISTRABLE SHARES.
THE COMPANY SHALL, IN
ANY EVENT, BEAR ITS INTERNAL EXPENSES
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties); and
(G)
ADVISE THE PURCHASERS, WITHIN TWO (2) BUSINESS DAYS BY E-MAIL, FAX OR
OTHER TYPE OF COMMUNICATION, AND, IF REQUESTED BY SUCH PERSON, CONFIRM SUCH
ADVICE IN WRITING: (I) AFTER IT SHALL RECEIVE NOTICE OR OBTAIN KNOWLEDGE OF THE
ISSUANCE OF ANY STOP ORDER BY THE SEC DELAYING OR SUSPENDING THE EFFECTIVENESS
OF THE REGISTRATION STATEMENT OR OF THE INITIATION OR THREAT OF ANY PROCEEDING
FOR THAT PURPOSE, OR ANY OTHER ORDER ISSUED BY ANY STATE SECURITIES COMMISSION
OR OTHER REGULATORY AUTHORITY SUSPENDING THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF SUCH REGISTRABLE SHARES UNDER STATE SECURITIES OR "BLUE SKY"
LAWS; AND IT WILL PROMPTLY USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREVENT
THE ISSUANCE OF ANY STOP ORDER OR OTHER ORDER OR TO OBTAIN ITS WITHDRAWAL AT THE
EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER OR OTHER ORDER SHOULD BE ISSUED; AND
(II) WHEN THE PROSPECTUS OR ANY SUPPLEMENTS TO OR AMENDMENTS OF THE PROSPECTUS
HAVE BEEN FILED, AND, WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THERETO, WHEN THE SAME HAS BECOME EFFECTIVE.
Section 1.2
Transfer of Shares; Suspension.
(A)
THE PURCHASER AGREES THAT IT WILL NOT EFFECT ANY DISPOSITION OF THE
SECURITIES OR ITS RIGHT TO PURCHASE THE REGISTRABLE SHARES THAT WOULD CONSTITUTE
A SALE WITHIN THE MEANING OF THE SECURITIES ACT, EXCEPT AS CONTEMPLATED IN THE
REGISTRATION STATEMENT REFERRED TO IN SECTION 1.1 OR IN ACCORDANCE WITH THE
SECURITIES ACT, AND THAT IT WILL PROMPTLY NOTIFY THE COMPANY OF ANY CHANGES IN
THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT REGARDING THE PURCHASER
OR ITS PLAN OF DISTRIBUTION.
(B)
EXCEPT IN THE EVENT THAT CLAUSE (C) BELOW APPLIES, THE COMPANY SHALL, AT
ALL TIMES DURING THE REGISTRATION PERIOD, PROMPTLY (I) PREPARE AND FILE FROM
TIME TO TIME WITH THE SEC A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR A SUPPLEMENT OR AMENDMENT
TO ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT SUCH REGISTRATION STATEMENT WILL NOT CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING, AND SO THAT, AS THEREAFTER DELIVERED TO
PURCHASERS OF THE REGISTRABLE SHARES BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL
NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING;
(II) PROVIDE THE PURCHASER COPIES OF ANY DOCUMENTS FILED PURSUANT TO
SECTION 1.2(B)(I); AND (III) INFORM THE PURCHASER THAT THE COMPANY HAS