FOLLOWS:
(A)
THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND IF RULE 430A
IS USED OR THE FILING OF THE PROSPECTUS IS OTHERWISE REQUIRED UNDER RULE 424(B),
THE COMPANY WILL FILE THE PROSPECTUS (PROPERLY COMPLETED IF RULE 430A HAS BEEN
USED), SUBJECT TO THE PRIOR APPROVAL OF THE PLACEMENT AGENT, PURSUANT TO RULE
424(B) WITHIN THE PRESCRIBED TIME PERIOD AND WILL PROVIDE A COPY OF SUCH FILING
TO THE PLACEMENT AGENT PROMPTLY FOLLOWING SUCH FILING.
(B)
THE COMPANY WILL NOT, DURING SUCH PERIOD AS THE PROSPECTUS WOULD
BE REQUIRED BY LAW TO BE DELIVERED IN CONNECTION WITH SALES OF THE SHARES BY AN
UNDERWRITER OR DEALER IN CONNECTION WITH THE OFFERING CONTEMPLATED BY THIS
AGREEMENT, FILE ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR THE
PROSPECTUS UNLESS A COPY THEREOF SHALL FIRST HAVE BEEN SUBMITTED TO THE
PLACEMENT AGENT WITHIN A REASONABLE PERIOD OF TIME PRIOR TO THE FILING THEREOF
AND THE PLACEMENT AGENT SHALL NOT HAVE REASONABLY OBJECTED THERETO IN GOOD
FAITH.
(C)
THE COMPANY WILL NOTIFY THE PLACEMENT AGENT PROMPTLY, AND WILL, IF
REQUESTED, CONFIRM SUCH NOTIFICATION IN WRITING, (1) WHEN ANY POST-EFFECTIVE
AMENDMENT TO THE REGISTRATION STATEMENT BECOMES EFFECTIVE; (2) OF ANY REQUEST BY
THE COMMISSION FOR ANY AMENDMENTS TO THE REGISTRATION STATEMENT OR ANY AMENDMENT
OR SUPPLEMENTS TO THE PROSPECTUS OR ANY ISSUER FREE WRITING PROSPECTUS OR FOR
ADDITIONAL INFORMATION; (3) OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER
PREVENTING OR SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, THE
PROSPECTUS OR ANY ISSUER FREE WRITING PROSPECTUS, OR THE INITIATION OF ANY
PROCEEDINGS FOR THAT PURPOSE OR THE THREAT THEREOF; (4) OF BECOMING AWARE OF THE
OCCURRENCE OF ANY EVENT THAT IN THE JUDGMENT OF THE COMPANY MAKES ANY STATEMENT
MADE IN THE REGISTRATION STATEMENT OR THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR THAT REQUIRES THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT
OR THE PROSPECTUS IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING; AND (5) OF RECEIPT BY THE
COMPANY OF ANY NOTIFICATION WITH RESPECT TO ANY SUSPENSION OF THE QUALIFICATION
OF THE SHARES FOR OFFER AND SALE IN ANY JURISDICTION.
IF AT ANY TIME THE
COMMISSION SHALL ISSUE ANY ORDER SUSPENDING THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT IN CONNECTION WITH THE OFFERING CONTEMPLATED HEREBY, THE
COMPANY WILL MAKE EVERY REASONABLE EFFORT TO OBTAIN THE WITHDRAWAL OF ANY SUCH
ORDER AT THE EARLIEST POSSIBLE MOMENT.
IF THE COMPANY HAS OMITTED ANY
INFORMATION FROM THE REGISTRATION STATEMENT, PURSUANT TO RULE 430A, IT WILL USE
ITS BEST EFFORTS TO COMPLY WITH THE PROVISIONS OF AND MAKE ALL REQUISITE FILINGS
WITH THE COMMISSION PURSUANT TO SAID RULE 430A AND TO NOTIFY THE PLACEMENT AGENT
PROMPTLY OF ALL SUCH FILINGS.
10
(D)
IF, AT ANY TIME WHEN A PROSPECTUS RELATING TO THE SHARES IS
REQUIRED TO BE DELIVERED UNDER THE ACT, THE COMPANY BECOMES AWARE OF THE
OCCURRENCE OF ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS, AS THEN AMENDED OR
SUPPLEMENTED, WOULD,