AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS USED
IN CONNECTION THEREWITH AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT AND TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE UNTIL THE EXPIRATION OF THE EFFECTIVENESS PERIOD;
(C)
FURNISH TO THE PURCHASER SUCH NUMBER OF
COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN
(INCLUDING EACH PRELIMINARY PROSPECTUS) AS THE PURCHASER REASONABLY MAY REQUEST
TO FACILITATE THE PUBLIC SALE OR DISPOSITION OF THE REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT;
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
REGISTER OR QUALIFY THE PURCHASER'S REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT UNDER THE SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS WITHIN THE UNITED STATES AS THE PURCHASER MAY REASONABLY REQUEST,
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT FOR ANY SUCH PURPOSE BE REQUIRED
TO QUALIFY GENERALLY TO TRANSACT BUSINESS AS A FOREIGN CORPORATION IN ANY
JURISDICTION WHERE IT IS NOT SO QUALIFIED OR TO CONSENT TO GENERAL SERVICE OF
PROCESS IN ANY SUCH JURISDICTION;
(E)
LIST THE REGISTRABLE SECURITIES COVERED BY
THE REGISTRATION STATEMENT WITH ANY SECURITIES EXCHANGE ON WHICH THE COMMON
STOCK OF THE COMPANY IS THEN LISTED;
(F)
IMMEDIATELY NOTIFY THE PURCHASER AT ANY
TIME WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE
SECURITIES ACT, OF THE HAPPENING OF ANY EVENT OF WHICH THE COMPANY HAS KNOWLEDGE
AS A RESULT OF WHICH THE PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT, AS
THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN EXISTING;
AND
(G)
MAKE AVAILABLE FOR INSPECTION BY THE
PURCHASER AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY THE PURCHASER,
ALL PUBLICLY AVAILABLE, NON-CONFIDENTIAL FINANCIAL AND OTHER RECORDS, PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE THE COMPANY'S
OFFICERS, TO SUPPLY ALL PUBLICLY AVAILABLE, NON-CONFIDENTIAL INFORMATION
REASONABLY REQUESTED BY THE ATTORNEY, ACCOUNTANT OR AGENT OF THE PURCHASER.
4.
REGISTRATION EXPENSES.
ALL EXPENSES
RELATING TO THE COMPANY'S COMPLIANCE WITH SECTIONS 2 AND 3 HEREOF, INCLUDING,
WITHOUT LIMITATION, ALL REGISTRATION AND FILING FEES, PRINTING EXPENSES, FEES
AND DISBURSEMENTS OF COUNSEL AND INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY, FEES AND EXPENSES (INCLUDING REASONABLE
COUNSEL FEES) INCURRED IN CONNECTION WITH COMPLYING WITH STATE SECURITIES OR
"BLUE SKY" LAWS, FEES OF THE NASD, TRANSFER TAXES, FEES OF TRANSFER AGENTS AND
REGISTRARS, FEES OF, AND DISBURSEMENTS INCURRED BY, ONE COUNSEL FOR THE HOLDERS
(UPON PRIOR AGREEMENT BY THE PARTIES AND TO THE EXTENT SUCH COUNSEL IS REQUIRED
DUE TO COMPANY'S FAILURE TO MEET ANY OF ITS OBLIGATIONS HEREUNDER), ARE CALLED
"REGISTRATION EXPENSES". ALL SELLING COMMISSIONS APPLICABLE TO THE SALE OF
REGISTRABLE SECURITIES, INCLUDING ANY FEES AND DISBURSEMENTS OF ANY SPECIAL
COUNSEL TO THE HOLDERS BEYOND THOSE INCLUDED IN REGISTRATION EXPENSES, ARE
CALLED "SELLING EXPENSES."
THE COMPANY SHALL ONLY BE RESPONSIBLE