UNDER THE SECURITIES ACT AS SOON AS POSSIBLE BUT, IN ANY EVENT, NO LATER THAN
THE EFFECTIVENESS DATE, AND SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP THE
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE
DATE WHICH IS THE EARLIEST OF (I) FIVE YEARS AFTER ITS EFFECTIVE DATE, (II) SUCH
TIME AS ALL OF THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT
HAVE BEEN PUBLICLY SOLD BY THE HOLDERS, OR (III) SUCH TIME AS ALL OF THE
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT MAY BE SOLD BY THE
HOLDERS PURSUANT TO RULE 144(K) AS DETERMINED BY THE COUNSEL TO THE COMPANY
PURSUANT TO A WRITTEN OPINION LETTER TO SUCH EFFECT, ADDRESSED AND ACCEPTABLE TO
THE COMPANY'S TRANSFER AGENT AND THE AFFECTED HOLDERS (THE "EFFECTIVENESS
PERIOD"); PROVIDED, THAT, DURING THE EFFECTIVENESS PERIOD, THE REGISTRATION
STATEMENT MAY CEASE TO BE EFFECTIVE FOR NO MORE THAN 60 TRADING DAYS (NOT MORE
THAN 15 TRADING DAYS OF WHICH SHALL BE CONSECUTIVE) DURING ANY 365 CALENDAR DAY
PERIOD. BY 9:30 A.M. (NEW YORK CITY TIME) ON THE TRADING DAY IMMEDIATELY
FOLLOWING THE EFFECTIVE DATE, THE COMPANY SHALL FILE WITH THE COMMISSION IN
ACCORDANCE WITH RULE 424 UNDER THE SECURITIES ACT THE FINAL PROSPECTUS TO BE
USED IN CONNECTION WITH SALES PURSUANT TO SUCH REGISTRATION STATEMENT (WHETHER
OR NOT SUCH FILING IS TECHNICALLY REQUIRED UNDER SUCH RULE).
(B)
EACH HOLDER AGREES TO FURNISH TO THE COMPANY A COMPLETED
QUESTIONNAIRE IN THE FORM ATTACHED TO THIS AGREEMENT AS ANNEX B (A "SELLING
HOLDER QUESTIONNAIRE"). THE COMPANY SHALL NOT BE REQUIRED TO INCLUDE THE
REGISTRABLE SECURITIES OF A HOLDER IN A REGISTRATION STATEMENT WHO FAILS TO
FURNISH TO THE COMPANY A FULLY COMPLETED SELLING HOLDER QUESTIONNAIRE AT LEAST
TWO TRADING DAYS PRIOR TO THE FILING DATE THEREOF (SUBJECT TO THE REQUIREMENTS
SET FORTH IN SECTION 3(A)).
3
3.
REGISTRATION PROCEDURES.
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FOUR TRADING DAYS PRIOR TO THE FILING OF A
REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO, THE COMPANY SHALL FURNISH TO EACH HOLDER COPIES OF EACH SUCH DOCUMENT,
AS PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW AND
COMMENT OF SUCH HOLDER. THE COMPANY SHALL NOT FILE A REGISTRATION STATEMENT, ANY
PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO IN A FORM TO WHICH A HOLDER
OR ITS LEGAL COUNSEL REASONABLY OBJECTS.
(B)
(I)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS,
INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE REGISTRABLE
SECURITIES FOR ITS EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH THE COMMISSION
SUCH ADDITIONAL REGISTRATION STATEMENTS AS MAY BE NECESSARY IN ORDER TO REGISTER
FOR RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES;
(II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED
PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE