A TRANSFER AGENT AND REGISTRAR (WHICH MAY BE THE
SAME ENTITY) FOR SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE
OF SUCH REGISTRATION STATEMENT;
(M)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, PERFORM ITS
OBLIGATIONS UNDER ANY UNDERWRITING AGREEMENT THAT IT HAS ENTERED INTO WITH THE
MANAGING UNDERWRITER;
(N)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE LISTED OR ACCEPTED
FOR QUOTATION ON ANY NATIONAL SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM
ON WHICH SHARES OF THE COMMON STOCK ARE THEN LISTED OR QUOTED; AND
(O)
NOTIFY ALL PARTICIPANTS TO SUCH EFFECT IN THE EVENT THAT, IN
THE JUDGMENT OF THE COMPANY, IT IS ADVISABLE TO SUSPEND USE OF A PROSPECTUS
INCLUDED IN A REGISTRATION STATEMENT DUE TO (I) PENDING MATERIAL DEVELOPMENTS OR
OTHER EVENTS THAT HAVE NOT YET BEEN PUBLICLY DISCLOSED AND AS TO WHICH THE
COMPANY BELIEVES PUBLIC DISCLOSURE WOULD BE MATERIALLY DETRIMENTAL TO THE
COMPANY, OR (II) THE PROSPECTUS CONTAINING AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITTING TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY ARE MADE, NOT MISLEADING.
UPON RECEIPT OF SUCH NOTICE, EACH SUCH
PARTICIPANT SHALL IMMEDIATELY DISCONTINUE ANY SALES OF REGISTRABLE SECURITIES
PURSUANT TO SUCH REGISTRATION STATEMENT UNTIL SUCH PARTICIPANT HAS RECEIVED
COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS OR UNTIL SUCH PARTICIPANT IS
ADVISED IN WRITING BY THE COMPANY THAT THE THEN CURRENT PROSPECTUS MAY BE USED
AND HAS RECEIVED COPIES OF ANY AMENDED PROSPECTUS OR SUPPLEMENTS TO THE
PROSPECTUS.
5.
HOLDER OBLIGATIONS.
EACH HOLDER AGREES AS FOLLOWS:
(A)
UPON MAKING A REQUEST PURSUANT TO SECTION 2 OR 3 HEREOF, TO
SPECIFY THE NUMBER OF REGISTRABLE SECURITIES TO BE INCLUDED IN A REGISTRATION
STATEMENT ON ITS BEHALF AND THE INTENDED METHOD OF DISTRIBUTION THEREOF.
(B)
TO THE EXTENT ITS REGISTRABLE SECURITIES ARE TO BE INCLUDED IN
ANY REGISTRATION PURSUANT TO THIS AGREEMENT, TO FURNISH TO THE COMPANY, IN
WRITING, SUCH INFORMATION REGARDING SUCH HOLDER AND THE DISTRIBUTION OF
REGISTRABLE SECURITIES PROPOSED BY SUCH HOLDER AS THE COMPANY MAY FROM TIME TO
TIME REASONABLY REQUEST IN WRITING AND AS SHALL BE REQUIRED IN CONNECTION WITH
SUCH REGISTRATION OR QUALIFICATION OF SUCH REGISTRABLE SECURITIES UNDER ANY
APPLICABLE SECURITIES LAW.
EACH HOLDER AGREES TO NOTIFY THE COMPANY AS PROMPTLY
AS PRACTICABLE OF ANY INACCURACY OR CHANGE IN INFORMATION SUCH HOLDER HAS
PREVIOUSLY FURNISHED TO THE COMPANY.
(C)
UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING
OF ANY EVENT OF A KIND DESCRIBED IN SECTION 4(G), (H) OR (O), TO IMMEDIATELY
DISCONTINUE THE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY
REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH HOLDER'S
RECEIPT OF COPIES OF ANY NECESSARY AMENDMENT OR SUPPLEMENT TO SUCH REGISTRATION
STATEMENT OR THE PROSPECTUS CONTAINED THEREIN OR ITS RECEIPT OF NOTICE FROM THE
COMPANY THAT NO SUCH AMENDMENT OR SUPPLEMENT IS REQUIRED.
(D)
TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF ANY REGISTRATION