FROM THE SEC THAT THE REGISTRATION STATEMENT MAY
BE DECLARED EFFECTIVE.
THE INVESTOR AGREES TO PROVIDE ALL INFORMATION WHICH IT
IS REQUIRED BY LAW TO PROVIDE TO THE COMPANY, INCLUDING THE INTENDED METHOD OF
DISPOSITION OF THE REGISTRABLE SECURITIES, AND THE COMPANY'S OBLIGATIONS SET
FORTH ABOVE SHALL BE CONDITIONED ON THE RECEIPT OF SUCH INFORMATION.
(B)
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE
Page 2 of 10
DURING THE REGISTRATION PERIOD, AND, DURING SUCH PERIOD, COMPLY WITH THE
PROVISIONS OF THE 1933 ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE
SECURITIES OF THE COMPANY COVERED BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME
AS ALL OF SUCH REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE
WITH THE INTENDED METHODS OF DISPOSITION BY THE INVESTOR THEREOF AS SET FORTH IN
SUCH REGISTRATION STATEMENT.
IN THE EVENT THE NUMBER OF SHARES OF COMMON STOCK
COVERED BY THE REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT IS AT ANY
TIME INSUFFICIENT TO COVER ALL OF THE REGISTRABLE SECURITIES, THE COMPANY SHALL
AMEND SUCH REGISTRATION STATEMENT, OR FILE A NEW REGISTRATION STATEMENT (ON THE
SHORT FORM AVAILABLE THEREFOR, IF APPLICABLE), OR BOTH, SO AS TO COVER ALL OF
THE REGISTRABLE SECURITIES, IN EACH CASE, AS SOON AS PRACTICABLE, BUT IN ANY
EVENT WITHIN FIFTY (50) CALENDAR DAYS AFTER THE NECESSITY THEREFOR ARISES (BASED
ON THE THEN PURCHASE PRICE OF THE COMMON STOCK AND OTHER RELEVANT FACTORS ON
WHICH THE COMPANY REASONABLY ELECTS TO RELY), ASSUMING THE COMPANY HAS
SUFFICIENT AUTHORIZED SHARES AT THAT TIME, AND IF IT DOES NOT, WITHIN FIFTY (50)
CALENDAR DAYS AFTER SUCH SHARES ARE AUTHORIZED.
THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH AMENDMENT AND/OR NEW REGISTRATION
STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE FOLLOWING THE FILING
THEREOF.
(C)
THE COMPANY SHALL MAKE AVAILABLE TO THE INVESTOR WHOSE
REGISTRABLE SECURITIES ARE INCLUDED IN ANY REGISTRATION STATEMENT AND ITS LEGAL
COUNSEL WITHOUT CHARGE (I) IF REQUESTED BY THE INVESTOR, PROMPTLY AFTER THE SAME
IS PREPARED AND FILED WITH THE SEC AT LEAST ONE (1) COPY OF SUCH REGISTRATION
STATEMENT AND ANY AMENDMENT(S) THERETO, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS, THE
PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY
PROSPECTUS) AND, WITH REGARDS TO SUCH REGISTRATION STATEMENT(S), ANY
CORRESPONDENCE BY OR ON BEHALF OF THE COMPANY TO THE SEC OR THE STAFF OF THE SEC
AND ANY CORRESPONDENCE FROM THE SEC OR THE STAFF OF THE SEC TO THE COMPANY OR
ITS REPRESENTATIVES; AND (II) UPON THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT, THE COMPANY SHALL MAKE AVAILABLE COPIES OF THE PROSPECTUS, VIA EDGAR,
INCLUDED IN SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS
THERETO.
(D)
THE COMPANY SHALL USE COMMERCIALLY REASONABLE