THAT EACH REGISTRATION STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN) SHALL
NOT CONTAIN ANY 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 THE CASE OF PROSPECTUSES, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY
WERE MADE) NOT MISLEADING. THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN TWO
(2) BUSINESS DAYS AFTER THE LATER OF THE DATE THAT (I) THE COMPANY LEARNS THAT
NO REVIEW OF A PARTICULAR REGISTRATION STATEMENT WILL BE MADE BY THE STAFF OF
THE SEC OR THAT THE STAFF HAS NO FURTHER COMMENTS ON A PARTICULAR REGISTRATION
STATEMENT, AS THE CASE MAY BE, AND (II) THE APPROVAL OF LEGAL COUNSEL PURSUANT
TO SECTION 3(C) (WHICH APPROVAL IS IMMEDIATELY SOUGHT), A REQUEST FOR
5
ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND DATE
NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF SUCH REQUEST.
B.
SUBJECT TO SECTION 3(R) OF THIS AGREEMENT, THE
COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A 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 AT ALL TIMES 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 SELLER OR SELLERS THEREOF AS SET FORTH IN
SUCH REGISTRATION STATEMENT. IN THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A
REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT
(INCLUDING PURSUANT TO THIS SECTION 3(B)) BY REASON OF THE COMPANY FILING A
REPORT ON FORM 10-Q, OR FORM 10-QSB, FORM 10-K, OR FORM 10-KSB OR ANY ANALOGOUS
REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT"),
THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH
REGISTRATION STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR
SUPPLEMENTS WITH THE SEC ON THE SAME DAY ON WHICH THE 1934 ACT REPORT IS FILED
WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT SUCH
REGISTRATION STATEMENT.
C.
THE COMPANY SHALL (A) PERMIT LEGAL COUNSEL TO
REVIEW AND COMMENT UPON (I) A REGISTRATION STATEMENT AT LEAST FIVE (5) BUSINESS
DAYS PRIOR TO ITS FILING WITH THE SEC AND (II) ALL AMENDMENTS AND SUPPLEMENTS TO
ALL REGISTRATION STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON FORM 10-K OR
FORM 10-KSB, QUARTERLY REPORTS ON FORM 10-Q OR FORM 10-QSB, CURRENT REPORTS ON
FORM 8-K, AND ANY SIMILAR OR SUCCESSOR REPORTS) WITHIN A REASONABLE NUMBER OF
DAYS PRIOR TO THEIR FILING WITH THE SEC, AND (B) NOT FILE ANY REGISTRATION
STATEMENT OR