TIME ARE RECEIVABLE UPON THE EXERCISE OF THESE WARRANTS)
ISSUABLE UPON EXERCISE OF THE WARRANTS AND ANY SHARES ISSUED AS A RESULT OF
STOCK SPLIT, STOCK DIVIDEND OR RECLASSIFICATION OF SUCH SHARES; PROVIDED,
HOWEVER, THAT ANY SHARE SHALL CEASE TO BE A REGISTRABLE SHARE IF AND WHEN (A) IT
HAS BEEN EFFECTIVELY REGISTERED UNDER THE SECURITIES ACT AND DISPOSED OF
PURSUANT THERETO, OR (B) THE HOLDER MAY SELL SUCH SHARE (OR IN THE CASE OF A
SHARE NOT YET ISSUED UNDER THIS WARRANT, THE HOLDER MAY EXERCISE THIS WARRANT,
INCLUDING PURSUANT TO SECTION 1.4, AND SELL SUCH SHARE ISSUED UPON SUCH
EXERCISE) IN THE MARKET ON WHICH SPCO COMMON STOCK IS THEN TRADED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT.
9.2
IN CONNECTION WITH ANY REGISTRATION UNDER THIS SECTION 9, SPCO
WILL:
9.2.1
FURNISH TO HOLDER A COPY OF THE REGISTRATION STATEMENT AND EACH
AMENDMENT TO THE REGISTRATION STATEMENT AND SUCH NUMBER OF COPIES OF THE FINAL
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT AS HOLDER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISTRIBUTION OF THE INCLUDED SHARES OWNED BY
HOLDERS;
9.2.2
NOTIFY HOLDER OF THE ISSUANCE OF ANY STOP ORDER BY THE SECURITIES
AND EXCHANGE COMMISSION IN CONNECTION WITH THE REGISTRATION STATEMENT; AND
9.2.3
REQUIRE EACH LEGAL OPINION AND ACCOUNTANT'S "COLD COMFORT" LETTER
IN CONNECTION WITH THE OFFERING, IF ANY, TO BE RENDERED TO HOLDER AS WELL AS
SPCO AND/OR ITS BOARD OF DIRECTORS.
9.3
AS A CONDITION TO INCLUDING REGISTRABLE SHARES IN THE REGISTRATION
STATEMENT, HOLDER MUST PROVIDE TO SPCO SUCH INFORMATION REGARDING ITSELF, THE
REGISTRABLE SHARES HELD BY IT AND THE INTENDED METHOD OF DISTRIBUTION OF SUCH
SHARES AS SHALL BE REQUIRED TO EFFECT THE REGISTRATION OF THE REGISTRABLE SHARES
AND, IF THE OFFERING IS BEING UNDERWRITTEN, HOLDER MUST PROVIDE SUCH POWERS OF
ATTORNEY, INDEMNITIES AND OTHER DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE
MANAGING UNDERWRITER.
9.4
FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, UPON
RECEIPT FROM SPCO OF A NOTICE THAT THE REGISTRATION STATEMENT CONTAINS AN UNTRUE
STATEMENT OF MATERIAL FACT OR OMITS TO STATE ANY 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, HOLDER WILL IMMEDIATELY
DISCONTINUE DISPOSITION OF INCLUDED SHARES PURSUANT TO THE REGISTRATION
STATEMENT UNTIL SPCO NOTIFIES HOLDER THAT IT MAY RESUME SALES OF INCLUDED SHARES
AND, IF NECESSARY, PROVIDES TO HOLDER COPIES OF THE SUPPLEMENTAL OR AMENDED
PROSPECTUS.
IN SUCH EVENT, HOLDER WILL DELIVER TO SPCO ALL COPIES, OTHER THAN
PERMANENT FILE COPIES THEN IN HOLDER'S POSSESSION, OF THE MOST RECENT PROSPECTUS
COVERING THE INCLUDED SHARES.
9.5
SPCO AGREES TO INDEMNIFY AND HOLD HARMLESS HOLDER, AND ITS
OFFICERS, DIRECTORS AND AGENTS, AND EACH PERSON, IF ANY, WHO CONTROLS HOLDER
WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE
SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND LIABILITIES CAUSED BY (I) ANY
VIOLATION OR ALLEGED VIOLATION BY