AGREEMENT) AND
TAKE SUCH OTHER ACTIONS AS THE ANY OF THE INVESTOR OR UNDERWRITERS, IF ANY, MAY
REASONABLY REQUEST IN ORDER TO EXPEDITE AND FACILITATE THE DISPOSITION OF THE
REGISTRABLE SECURITIES AND ANY OTHER SECURITIES COVERED BY A
REGISTRATION STATEMENT.
WITHOUT LIMITING THE FOREGOING, IN CONNECTION WITH ANY
UNDERWRITTEN OFFERING AND TAKING INTO ACCOUNT THE COMPANY'S BUSINESS NEEDS, THE
COMPANY SHALL MAKE APPROPRIATE OFFICERS OF THE COMPANY AVAILABLE FOR MEETINGS
WITH PROSPECTIVE PURCHASERS OF THE REGISTRABLE SECURITIES AND PREPARE AND
PRESENT TO POTENTIAL INVESTORS CUSTOMARY "ROAD SHOW" MATERIALS, IN EACH CASE IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE UNDERWRITERS AND IN ALL RESPECTS IN A
MANNER CONSISTENT WITH OTHER ISSUANCES OF SECURITIES IN AN OFFERING OF A SIMILAR
SIZE TO SUCH OFFERING OF THE REGISTRABLE SECURITIES.
U.
THE COMPANY SHALL NOTIFY THE INVESTOR AND THE MANAGING
UNDERWRITERS, IF ANY, AS PROMPTLY AS REASONABLY PRACTICABLE, AND (IF REQUESTED
BY ANY SUCH PERSON) CONFIRM SUCH NOTICE (WHICH NOTICE SHALL, PURSUANT TO CLAUSES
(II), (III), (V) AND (VI) HEREOF, BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND
USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE) IN WRITING,
(I) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT
HAS BEEN FILED, AND, WITH RESPECT TO A REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE, (II) OF ANY
REQUEST BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY FOR
AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR
FOR ADDITIONAL INFORMATION, (III) OF THE ISSUANCE BY THE SEC OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE, (IV) IF AT ANY TIME THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY CONTAINED IN ANY AGREEMENT CONTEMPLATED BY SECTION 4(T) (INCLUDING ANY
UNDERWRITING AGREEMENT) CEASE TO BE TRUE AND CORRECT IN ANY MATERIAL RESPECT, IF
AND ONLY TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES ARE CONTINUING
UNDER SUCH AGREEMENT OR IF THERE IS A CONTINUING PROSPECTUS DELIVERY
REQUIREMENT, (V) OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT
TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF
THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR
THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE, AND (VI) OF THE OCCURRENCE OF
ANY EVENT THAT MAKES ANY STATEMENT MADE IN SUCH REGISTRATION STATEMENT OR
RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES THE MAKING
OF ANY CHANGES IN A REGISTRATION STATEMENT, PROSPECTUS OR ANY SUCH DOCUMENT SO
THAT, IN THE CASE OF THE REGISTRATION STATEMENT, IT WILL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING AND,
IN THE CASE OF THE PROSPECTUS, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR