A COMPLETED QUESTIONNAIRE IN THE FORM ATTACHED TO THIS AGREEMENT AS
ANNEX B, OR OTHER FORM REASONABLY ACCEPTABLE TO THE COMPANY (A "SELLING HOLDER
QUESTIONNAIRE"). THE COMPANY SHALL NOT BE REQUIRED TO INCLUDE THE REGISTRABLE
SECURITIES OF A HOLDER IN THE REGISTRATION STATEMENT AND SHALL NOT BE REQUIRED
TO PAY ANY LIQUIDATED OR OTHER DAMAGES UNDER SECTION 2(B) TO ANY HOLDER WHO
FAILS TO FURNISH TO THE COMPANY A FULLY COMPLETED SELLING HOLDER QUESTIONNAIRE
AT LEAST TWO TRADING DAYS PRIOR TO THE FILING DATE (SUBJECT TO THE REQUIREMENTS
SET FORTH IN SECTION 3(A)).
3.
REGISTRATION PROCEDURES.
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FOUR TRADING DAYS PRIOR TO
THE FILING OF THE REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO, FURNISH TO EACH HOLDER COPIES OF THE "SELLING
STOCKHOLDERS" SECTION OF SUCH DOCUMENT, THE "PLAN OF DISTRIBUTION" AND ANY RISK
FACTOR CONTAINED IN SUCH DOCUMENT THAT ADDRESSES SPECIFICALLY THIS TRANSACTION
OR THE SELLING STOCKHOLDERS, AS PROPOSED TO BE FILED WHICH DOCUMENTS WILL BE
SUBJECT TO THE REVIEW OF SUCH HOLDER. THE COMPANY SHALL NOT FILE THE
REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO
IN WHICH THE "SELLING STOCKHOLDER" SECTION THEREOF DIFFERS FROM THE DISCLOSURE
RECEIVED FROM A HOLDER IN ITS SELLING HOLDER QUESTIONNAIRE (AS AMENDED OR
SUPPLEMENTED).
(B)
(I)
PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR ITS EFFECTIVENESS PERIOD; (II) CAUSE THE RELATED
PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT,
AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424;
(III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM
THE COMMISSION WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO AND, AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE HOLDERS TRUE AND
COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO THE
REGISTRATION STATEMENT THAT WOULD NOT RESULT IN THE DISCLOSURE TO THE HOLDERS OF
MATERIAL AND NON-PUBLIC INFORMATION CONCERNING THE COMPANY; AND (IV) COMPLY IN
ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE
ACT WITH RESPECT TO THE REGISTRATION STATEMENT AND THE DISPOSITION OF ALL
REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT.
(C)
NOTIFY THE HOLDERS AS PROMPTLY AS
REASONABLY POSSIBLE (AND, IN THE CASE OF (I)(A) BELOW, NOT LESS THAN THREE
TRADING DAYS PRIOR TO SUCH FILING AND, IN THE CASE OF (V) BELOW, NOT LESS THAN
THREE TRADING DAYS PRIOR TO THE FINANCIAL STATEMENTS IN THE REGISTRATION
STATEMENT BECOMING INELIGIBLE FOR INCLUSION THEREIN) AND (IF REQUESTED BY ANY
SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER THAN ONE TRADING DAY
FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT IS PROPOSED TO BE FILED;
(B) WHEN THE COMMISSION NOTIFIES THE COMPANY