INCLUDING ANY SUPPLEMENTS TO OR AMENDMENTS OF THE PROSPECTUS, IN
ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE
SHARES BY THE PURCHASERS;
(H)
DURING THE PERIOD WHEN COPIES OF THE PROSPECTUS ARE REQUIRED TO BE
DELIVERED UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, FILE ALL DOCUMENTS
REQUIRED TO BE FILED WITH THE COMMISSION PURSUANT TO SECTION 13, 14 OR 15 OF THE
EXCHANGE ACT WITHIN THE TIME PERIODS REQUIRED BY THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THERE UNDER:
(I)
FILE DOCUMENTS REQUIRED OF THE COMPANY FOR CUSTOMARY BLUE SKY
CLEARANCE IN ALL STATES REQUIRING BLUE SKY CLEARANCE; PROVIDED, HOWEVER, THAT
THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY TO DO BUSINESS OR CONSENT TO
SERVICE OF PROCESS IN ANY JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR
HAS NOT SO CONSENTED; AND
(J)
PROMPTLY FILE WITH THE SEC A REQUEST FOR ACCELERATION IN
ACCORDANCE WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT AFTER THE DATE
THAT THE COMPANY IS NOTIFIED (ORALLY OR IN WRITING, WHICHEVER IS EARLIER) BY THE
SEC THAT A REGISTRATION STATEMENT WILL NOT BE "REVIEWED," OR WILL NOT BE SUBJECT
TO FURTHER REVIEW, SUCH THAT THE REGISTRATION STATEMENT SHALL BE DECLARED
EFFECTIVE NO LATER THAN 5 TRADING DAYS AFTER SUCH NOTIFICATION;
(K)
PROMPTLY NOTIFY THE PURCHASERS IN WRITING OF THE EXISTENCE OF ANY
FACT OR THE HAPPENING OF ANY EVENT, DURING THE REGISTRATION STATEMENT PERIOD
(BUT NOT AS TO THE SUBSTANCE OF ANY SUCH FACT OR EVENT), THAT MAKES ANY
STATEMENT OF A MATERIAL FACT MADE IN THE REGISTRATION STATEMENT, THE PROSPECTUS,
ANY AMENDMENT OR SUPPLEMENT THERETO, OR ANY DOCUMENT INCORPORATED BY REFERENCE
THEREIN UNTRUE, OR THAT REQUIRES THE MAKING OF ANY ADDITIONS TO OR CHANGES IN
THE REGISTRATION STATEMENT OR THE PROSPECTUS IN ORDER TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING; PROVIDED, HOWEVER, THAT NO NOTICE BY THE COMPANY SHALL
BE REQUIRED PURSUANT TO THIS SUBSECTION (K) IN THE EVENT THAT THE COMPANY
CONTEMPORANEOUSLY FILES A PROSPECTUS SUPPLEMENT OR AMENDMENT TO UPDATE THE
PROSPECTUS, WHICH, IN EITHER CASE, CONTAINS THE REQUISITE INFORMATION WITH
RESPECT TO SUCH MATERIAL EVENT THAT RESULTS IN SUCH REGISTRATION STATEMENT NO
LONGER CONTAINING ANY SUCH UNTRUE OR MISLEADING STATEMENTS;
(L)
FURNISH TO EACH PURCHASER UPON WRITTEN REQUEST, FROM THE DATE OF
THIS AGREEMENT UNTIL THE END OF THE REGISTRATION PERIOD, ONE COPY OF ITS
PERIODIC REPORTS FILED WITH THE SEC PURSUANT TO THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER; AND
(M)
PAY AND BEAR ALL EXPENSES IN CONNECTION WITH THE PROCEDURES
DESCRIBED IN OF THIS SECTION 7.2 AND THE REGISTRATION OF THE SHARES PURSUANT TO
THE REGISTRATION STATEMENT(S) OTHER THAN FEES AND EXPENSES, IF ANY, OF LEGAL
COUNSEL OR OTHER
15
ADVISERS TO THE PURCHASERS OR UNDERWRITING DISCOUNTS, BROKERAGE FEES AND
COMMISSIONS INCURRED BY THE PURCHASERS, IF ANY; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL PAY ALL REASONABLE FEES AND DISBURSEMENTS OF ONLY ONE COUNSEL TO
THE PURCHASERS.
7.3
TRANSFER OF SHARES AFTER REGISTRATION.
THE PURCHASER