REGISTRATION PERIOD,
AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH
RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED
BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE
SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS
OF DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN SUCH
REGISTRATION STATEMENT.
IN THE CASE
6
OF AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION STATEMENT WHICH ARE REQUIRED TO
BE FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS SECTION 3(B)) BY
REASON OF THE COMPANY FILING A REPORT ON FORM 10-K, FORM 10-Q OR FORM 8-K OR ANY
ANALOGOUS REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE
INTO THE REGISTRATION STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR
SUPPLEMENTS WITH THE SEC ON THE SAME DAY ON WHICH THE EXCHANGE ACT REPORT IS
FILED WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT THE
REGISTRATION STATEMENT.
(C)
THE COMPANY SHALL PERMIT LEGAL COUNSEL TO
REVIEW AND COMMENT UPON (I) ANY REGISTRATION STATEMENT PRIOR TO ITS FILING WITH
THE SEC AND (II) ALL OTHER REGISTRATION STATEMENTS AND ALL AMENDMENTS AND
SUPPLEMENTS TO ALL REGISTRATION STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON
FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT REPORTS ON FORM 8-K AND
ANY SIMILAR OR SUCCESSOR REPORTS) PRIOR TO THEIR FILING WITH THE SEC.
THE
COMPANY SHALL NOT SUBMIT A REQUEST FOR ACCELERATION OF THE EFFECTIVENESS OF A
REGISTRATION STATEMENT OR ANY AMENDMENT OR SUPPLEMENT THERETO WITHOUT THE PRIOR
APPROVAL OF LEGAL COUNSEL, WHICH CONSENT SHALL NOT BE WITHHELD UNLESS LEGAL
COUNSEL HAS REASONABLE OBJECTIONS TO DISCLOSURES IN THE REGISTRATION STATEMENT
RELATING TO THE INVESTORS.
THE COMPANY SHALL FURNISH TO LEGAL COUNSEL, WITHOUT
CHARGE, (I) ANY CORRESPONDENCE FROM THE SEC OR THE STAFF OF THE SEC TO THE
COMPANY OR ITS REPRESENTATIVES RELATING TO ANY REGISTRATION STATEMENT,
(II) PROMPTLY AFTER THE SAME IS PREPARED AND FILED WITH THE SEC, ONE COPY OF ANY
REGISTRATION STATEMENT AND ANY AMENDMENT(S) THERETO, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES, ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND
ALL EXHIBITS AND (III) UPON THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT, ONE
COPY OF THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO.
(D)
THE COMPANY SHALL FURNISH, WITHOUT CHARGE,
TO EACH INVESTOR SELLING REGISTRABLE SECURITIES AND EACH UNDERWRITER, IF ANY,
SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS), THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS
AND ANY SUMMARY PROSPECTUS) AND ANY OTHER PROSPECTUS FILED UNDER RULE 424 UNDER
THE SECURITIES ACT, AND EACH FREE WRITING PROSPECTUS UTILIZED IN CONNECTION
THEREWITH, IN EACH CASE, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES
ACT, AND OTHER DOCUMENTS, AS SUCH INVESTOR OR UNDERWRITER MAY REASONABLY REQUEST
IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF THE REGISTRABLE