PURSUANT TO THIS AGREEMENT IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION THEREOF, AND PURSUANT THERETO THE COMPANY WILL AS EXPEDITIOUSLY AS
POSSIBLE:
(A)
BEFORE FILING THE REGISTRATION STATEMENT OR ANY AMENDMENT OR
SUPPLEMENT THERETO, THE COMPANY WILL FURNISH TO ANY COUNSEL SELECTED BY THE
HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES A COPY OF SUCH REGISTRATION
STATEMENT, AMENDMENT OR SUPPLEMENT AND ALLOW SUCH COUNSEL REASONABLE TIME TO
REVIEW AND COMMENT ON SUCH REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT PRIOR
TO THE FILING THEREOF AND WILL PROVIDE SUCH COUNSEL WITH ALL WRITTEN
CORRESPONDENCE WITH THE SEC REGARDING SUCH REGISTRATION STATEMENT, AMENDMENT OR
SUPPLEMENT;
(B)
PREPARE AND FILE WITH THE SEC THE REGISTRATION STATEMENT, AND SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE FOR THE PERIODS PROVIDED FOR IN SECTION 2.2 OR THE PERIODS
CONTEMPLATED BY THE COMPANY OR THE HOLDERS REQUESTING ANY REGISTRATION STATEMENT
FILED PURSUANT TO SECTION 2.3, AND IN COMPLIANCE WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE SEC AND THE TERMS OF THIS AGREEMENT;
(C)
FURNISH TO EACH HOLDER SELLING SUCH REGISTRABLE SECURITIES SUCH NUMBER
OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO,
THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT (INCLUDING EACH
PRELIMINARY PROSPECTUS) AND SUCH OTHER DOCUMENTS AS SUCH SELLER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES
OWNED BY SUCH HOLDER;
(D)
USE ITS REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE
SECURITIES UNDER SUCH OTHER STATE SECURITIES OR "BLUE SKY" LAWS AS THE SELLING
HOLDERS SELLING SUCH
8
REGISTRABLE SECURITIES REASONABLY REQUESTS AND DO ANY AND ALL OTHER ACTS AND
THINGS WHICH MAY BE REASONABLY NECESSARY OR REASONABLY ADVISABLE TO ENABLE SUCH
HOLDER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE
SECURITIES OWNED BY SUCH HOLDER AND TO KEEP EACH SUCH REGISTRATION OR
QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE DURING THE PERIOD WHICH THE
REGISTRATION STATEMENT IS REQUIRED TO BE KEPT EFFECTIVE (PROVIDED, THAT THE
COMPANY WILL NOT BE REQUIRED TO (I) QUALIFY GENERALLY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
SUBPARAGRAPH, (II) SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION OR
(III) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION);
(E)
NOTIFY EACH HOLDER SELLING SUCH REGISTRABLE SECURITIES, AT ANY TIME
WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE
SECURITIES ACT, OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT CONTAINS AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
AND, AT THE REQUEST OF ANY SUCH HOLDER, THE COMPANY WILL AS SOON AS POSSIBLE
PREPARE AND FURNISH TO SUCH HOLDER A REASONABLE NUMBER OF COPIES OF A SUPPLEMENT
OR AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER