FILED WITH THE COMMISSION
PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT (THE "FINAL PROSPECTUS"), SUCH
INDEMNITY OR CONTRIBUTION AGREEMENT SHALL NOT INURE TO THE BENEFIT OF ANY
UNDERWRITER OR HOLDER IF A COPY OF THE FINAL PROSPECTUS WAS FURNISHED TO THE
UNDERWRITER AND WAS NOT FURNISHED TO THE PERSON ASSERTING THE LOSS, LIABILITY,
CLAIM OR DAMAGE AT OR PRIOR TO THE TIME SUCH ACTION IS REQUIRED BY THE
SECURITIES ACT.
(G)
INFORMATION BY THE HOLDERS.
(I)
EACH OF THE HOLDERS HOLDING SECURITIES
INCLUDED IN ANY REGISTRATION SHALL FURNISH TO THE COMPANY SUCH INFORMATION
REGARDING SUCH HOLDER AND THE DISTRIBUTION PROPOSED BY SUCH HOLDER AS THE
COMPANY MAY REASONABLY REQUEST IN WRITING AND AS SHALL BE REASONABLY REQUIRED IN
CONNECTION WITH ANY REGISTRATION, QUALIFICATION OR COMPLIANCE REFERRED TO IN
THIS SECTION 2.
12
(II)
IN THE EVENT THAT, EITHER IMMEDIATELY
PRIOR TO OR SUBSEQUENT TO THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT, ANY
HOLDER SHALL DISTRIBUTE REGISTRABLE SECURITIES TO ITS PARTNERS, SUCH HOLDER
SHALL SO ADVISE THE COMPANY AND PROVIDE SUCH INFORMATION AS SHALL BE NECESSARY
TO PERMIT AN AMENDMENT TO SUCH REGISTRATION STATEMENT TO PROVIDE INFORMATION
WITH RESPECT TO SUCH PARTNERS, AS SELLING SECURITY HOLDERS.
PROMPTLY FOLLOWING
RECEIPT OF SUCH INFORMATION, THE COMPANY SHALL FILE AN APPROPRIATE AMENDMENT TO
SUCH REGISTRATION STATEMENT REFLECTING THE INFORMATION SO PROVIDED.
ANY
INCREMENTAL EXPENSE TO THE COMPANY RESULTING FROM SUCH AMENDMENT SHALL BE BORNE
BY SUCH HOLDER.
(H)
RULE 144 REPORTING.
With a view to making available the benefits of certain rules and regulations of
the Commission which may permit the sale of restricted securities to the public
without registration, the Company agrees to:
(I)
MAKE AND KEEP PUBLIC INFORMATION
AVAILABLE AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE
SECURITIES ACT ("RULE 144");
(II)
USE ITS BEST EFFORTS TO FILE WITH THE
COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE
COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT AT ANY TIME AFTER IT HAS
BECOME SUBJECT TO SUCH REPORTING REQUIREMENTS; AND
(III)
SO LONG AS A HOLDER OWNS ANY REGISTRABLE
SECURITIES, FURNISH TO SUCH HOLDER UPON REQUEST, A WRITTEN STATEMENT BY THE
COMPANY AS TO ITS COMPLIANCE WITH THE REPORTING REQUIREMENTS OF RULE 144 AND OF
THE SECURITIES ACT AND THE EXCHANGE ACT, A COPY OF THE MOST RECENT ANNUAL OR
QUARTERLY REPORT OF THE COMPANY, AND SUCH OTHER REPORTS AND DOCUMENTS SO FILED
AS SUCH HOLDER MAY REASONABLY REQUEST IN AVAILING ITSELF OF ANY RULE OR
REGULATION OF THE COMMISSION ALLOWING SUCH HOLDER TO SELL ANY SUCH SECURITIES
WITHOUT REGISTRATION.
(I)
TERMINATION.
THE REGISTRATION RIGHTS
SET FORTH IN THIS SECTION 2 SHALL NOT BE AVAILABLE TO ANY HOLDER IF, (I) IN THE
OPINION OF COUNSEL TO THE COMPANY, ALL OF THE REGISTRABLE SECURITIES THEN OWNED
BY SUCH HOLDER COULD BE SOLD IN ANY NINETY (90)-DAY PERIOD PURSUANT TO RULE 144
(WITHOUT GIVING EFFECT TO THE PROVISIONS OF RULE 144(K)), OR (II) ALL OF THE
REGISTRABLE SECURITIES HELD BY SUCH HOLDER HAVE BEEN