TO THE PURCHASERS OF THE REGISTRABLE
SECURITIES, SUCH PROSPECTUS WILL NOT INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING;
(X)
A REASONABLE TIME PRIOR TO THE FILING OF
ANY DOCUMENT WHICH IS TO BE INCORPORATED BY REFERENCE INTO A SHELF REGISTRATION
STATEMENT OR A PROSPECTUS AFTER THE
7
INITIAL FILING OF SUCH SHELF REGISTRATION STATEMENT, PROVIDE A REASONABLE NUMBER
OF COPIES OF SUCH DOCUMENT TO THE HOLDERS AND MAKE SUCH OF THE REPRESENTATIVES
OF THE COMPANY AS SHALL BE REASONABLY REQUESTED BY THE HOLDERS OF REGISTRABLE
SECURITIES AVAILABLE FOR DISCUSSION OF SUCH DOCUMENT;
(XI)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION SO LONG AS ANY PROVISION OF THIS AGREEMENT SHALL
BE APPLICABLE;
(XII)
COOPERATE WITH EACH SELLER OF REGISTRABLE
SECURITIES COVERED BY A SHELF REGISTRATION STATEMENT IN CONNECTION WITH ANY
FILINGS REQUIRED TO BE MADE WITH THE NASD;
(XIII)
TAKE ALL OTHER STEPS NECESSARY TO EFFECT THE
REGISTRATION OF THE REGISTRABLE SECURITIES COVERED BY A SHELF REGISTRATION
STATEMENT CONTEMPLATED HEREBY; AND
(XIV)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
SECTION 1.3, IF THE COMPANY BECOMES INELIGIBLE TO USE THE REGISTRATION FORM ON
WHICH THE SHELF REGISTRATION STATEMENT IS FILED AND DECLARED EFFECTIVE PURSUANT
TO SECTION 1.2(A), THEREBY PRECLUDING ANY HOLDER FROM USING THE RELATED
PROSPECTUS, THE COMPANY SHALL USE BEST EFFORTS TO PREPARE AND FILE EITHER A POST
EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION STATEMENT TO CONVERT SUCH
REGISTRATION STATEMENT TO, OR A NEW SHELF REGISTRATION STATEMENT ON, ANOTHER
REGISTRATION FORM WHICH THE COMPANY IS ELIGIBLE TO USE WITHIN THIRTY (30) DAYS
AFTER THE DATE THAT THE COMPANY BECOMES INELIGIBLE, PROVIDED SUCH OTHER
REGISTRATION FORM SHALL BE AVAILABLE FOR THE SALE OF THE REGISTRABLE SECURITIES
BY THE SELLING HOLDERS THEREOF AND SUCH AMENDED OR NEW SHELF REGISTRATION
STATEMENT SHALL REMAIN SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THIS
SECTION 1.3.
(B)
HOLDERS' OBLIGATIONS.
(I)
EACH HOLDER AGREES THAT, UPON RECEIPT OF
ANY NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT SPECIFIED IN SECTIONS
1.3(A)(IV)(B), 1.3(A)(IV)(C), 1.3(A)(IV)(E), 1.3(A)(IV)(F) OR ANY DELAY NOTICE,
SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES
PURSUANT TO THE SHELF REGISTRATION STATEMENT AT ISSUE UNTIL SUCH HOLDER'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
SECTION 1.3(A)(IX) OR UNTIL IT IS ADVISED IN WRITING (THE "ADVICE") BY THE
COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS MAY BE RESUMED, AND, IF SO
DIRECTED BY THE COMPANY, SUCH HOLDER WILL DELIVER TO THE COMPANY (AT THE
COMPANY'S EXPENSE) ALL COPIES IN SUCH HOLDER'S POSSESSION, OTHER THAN PERMANENT
FILE COPIES THEN IN SUCH HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH
REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
(II)
EACH HOLDER AGREES THAT THE COMPANY
MAY REQUIRE EACH SELLER OF REGISTRABLE SECURITIES AS TO WHICH ANY REGISTRATION
IS BEING EFFECTED TO FURNISH TO IT SUCH INFORMATION REGARDING