ANY MATERIAL MISSTATEMENT OR OMISSION TO STATE A MATERIAL FACT FOR A PERIOD
NOT EXCEEDING, WITH RESPECT TO EACH PURCHASER'S SECURITIES PURCHASED HEREUNDER,
THE EARLIER OF (I) THE SECOND ANNIVERSARY OF THE CLOSING DATE, (II) THE DATE ON
WHICH THE PURCHASER MAY SELL ALL SECURITIES THEN HELD BY THE PURCHASER WITHOUT
RESTRICTION BY THE VOLUME LIMITATIONS OF RULE 144(E) OF THE SECURITIES ACT, OR
(III) SUCH TIME AS ALL SECURITIES PURCHASED BY THE PURCHASERS IN THIS OFFERING
HAVE BEEN SOLD PURSUANT TO A REGISTRATION STATEMENT;
(B)
PROMPTLY NOTIFY PURCHASERS (BY TELECOPIER AND BY E-MAIL ADDRESSES
PROVIDED BY PURCHASERS) ON OR BEFORE THE FIRST BUSINESS DAY THEREAFTER THAT THE
COMPANY RECEIVES NOTICE THAT (I) THE COMMISSION HAS NO COMMENTS OR NO FURTHER
COMMENTS ON THE REGISTRATION STATEMENT, AND (II) THE REGISTRATION STATEMENT HAS
BEEN DECLARED EFFECTIVE;
(C)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS CONTAINED THEREIN
AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE UNTIL SUCH
REGISTRATION STATEMENT HAS BEEN EFFECTIVE FOR A PERIOD OF TWO (2) YEARS, AND
COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH RESPECT TO THE DISPOSITION OF
ALL OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT IN
ACCORDANCE WITH THE PURCHASERS' INTENDED METHOD OF DISPOSITION SET FORTH IN SUCH
REGISTRATION STATEMENT FOR SUCH PERIOD;
(D)
MAKE AVAILABLE TO THE PURCHASERS, AT THE COMPANY'S EXPENSE, SUCH
NUMBER OF COPIES OF THE REGISTRATION STATEMENT AND ANY PROSPECTUS INCLUDED
THEREIN (INCLUDING EACH PRELIMINARY PROSPECTUS) AS SUCH PERSONS REASONABLY MAY
REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE OR THEIR DISPOSITION OF THE
REGISTRABLE SECURITIES OR MAKE THEM ELECTRONICALLY AVAILABLE;
(E)
USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO REGISTER OR
QUALIFY THE REGISTRABLE SECURITIES UNDER THE SECURITIES OR "BLUE SKY" LAWS OF
NEW YORK, CALIFORNIA AND SUCH JURISDICTIONS AS THE PURCHASERS SHALL REQUEST IN
WRITING, 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;
(F)
LIST THE REGISTRABLE SECURITIES WITH ANY SECURITIES EXCHANGE ON
WHICH THE COMMON STOCK OF THE COMPANY IS THEN LISTED;
(G)
NOTIFY THE PURCHASERS AS SOON AS POSSIBLE BUT, IN ANY EVENT,
WITHIN ONE BUSINESS DAY OF THE COMPANY'S BECOMING AWARE OF THE HAPPENING OF ANY
EVENT AS A RESULT OF WHICH THE PROSPECTUS CONTAINED IN THE 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 UNDER
WHICH THEY WERE MADE;
14
(H)
NOTIFY THE PURCHASERS WITHIN ONE BUSINESS DAY OF THE COMPANY'S
BECOMING AWARE OF ANY ORDER OF THE COMMISSION, STATE AUTHORITY OR OTHER
GOVERNMENTAL AUTHORITY SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT;
(I)
PROVIDED SAME WOULD NOT BE IN VIOLATION OF THE PROVISION