FOR THE REGISTRATION OF THE SALE BY THE HOLDERS OF THE
REGISTRABLE SHARES.
THE COMPANY AGREES TO FILE ALL REPORTS REQUIRED TO BE FILED
BY THE COMPANY WITH THE SEC IN A TIMELY MANNER SO AS TO REMAIN ELIGIBLE OR
BECOME ELIGIBLE, AS THE CASE MAY BE, AND THEREAFTER TO MAINTAIN ITS ELIGIBILITY,
FOR THE USE OF FORM S-3.
IF THE COMPANY IS NOT CURRENTLY ELIGIBLE TO USE SEC
FORM S-3, NOT LATER THAN FIVE (5) BUSINESS DAYS AFTER THE COMPANY FIRST MEETS
THE REGISTRATION ELIGIBILITY AND TRANSACTION REQUIREMENTS FOR THE USE OF
FORM S-3 (OR ANY SUCCESSOR FORM) FOR REGISTRATION OF THE OFFER AND SALE BY THE
HOLDERS OF THE REGISTRABLE SHARES, THE COMPANY SHALL FILE A REGISTRATION
STATEMENT ON FORM S-3 (OR SUCH SUCCESSOR FORM) WITH RESPECT TO THE REGISTRABLE
SHARES COVERED BY THE REGISTRATION STATEMENT ON FORM S-1, FILED PURSUANT TO THIS
SECTION 2 (AND INCLUDE IN SUCH REGISTRATION STATEMENT ON FORM S-3 THE
INFORMATION REQUIRED BY RULE 429 UNDER THE SECURITIES ACT) OR CONVERT THE
REGISTRATION STATEMENT ON FORM S-1, WHICHEVER IS APPLICABLE, FILED PURSUANT TO
THIS SECTION 2 TO A FORM S-3 PURSUANT TO RULE 429 UNDER THE SECURITIES ACT AND
CAUSE SUCH REGISTRATION STATEMENT (OR SUCH AMENDMENT) TO BE DECLARED EFFECTIVE
NO LATER THAN THIRTY (30) DAYS AFTER FILING.
(H)
UNDERWRITER.
IN THE EVENT HOLDERS HOLDING A MAJORITY-IN-INTEREST
OF THE REGISTRABLE SHARES BEING REGISTERED DETERMINE TO ENGAGE THE SERVICES OF
AN UNDERWRITER, THE COMPANY AGREES TO ENTER INTO AND PERFORM THE COMPANY'S
OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT IN THE USUAL AND CUSTOMARY FORM FOR
SECONDARY OFFERINGS AT THE TIME OF EXECUTION, INCLUDING, WITHOUT LIMITATION,
INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS CUSTOMARY FOR ISSUERS, AND TAKE
SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO EXPEDITE OR FACILITATE
THE DISPOSITION OF THE REGISTRABLE SHARES INCLUDED IN THE REGISTRATION
STATEMENT.
3.
SUSPENSION OF REGISTRATION REQUIREMENT;
RESTRICTION ON SALES.
(A)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT, THE
COMPANY SHALL NOTIFY EACH HOLDER OF THE HAPPENING OF ANY EVENT (A "SUSPENSION
EVENT"), OF WHICH THE COMPANY HAS KNOWLEDGE, AS A RESULT OF WHICH THE PROSPECTUS
INCLUDED IN ANY RESALE SHELF REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, AND USE ITS BEST EFFORTS PROMPTLY TO PREPARE A SUPPLEMENT OR
AMENDMENT TO ANY REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR
OMISSION, AND DELIVER SUCH NUMBER OF COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO
EACH HOLDER AS SUCH HOLDER MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT, FOR
NOT MORE THAN FIFTEEN (15) CONSECUTIVE TRADING DAYS (OR A TOTAL OF NOT MORE THAN
THIRTY (30) TRADING DAYS IN ANY TWELVE (12) MONTH PERIOD), THE COMPANY MAY DELAY
THE DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY (AS
WELL AS PROSPECTUS OR RESALE SHELF REGISTRATION STATEMENT UPDATING) THE
DISCLOSURE OF WHICH AT THE TIME IS NOT, IN THE GOOD FAITH OPINION OF