INFORMATION
CONCERNING THE COMPANY; AND (IV) COMPLY WITH THE PROVISIONS OF THE SECURITIES
ACT AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE
SECURITIES COVERED BY A REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH
REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED OF (SUBJECT TO THE TERMS OF THIS
AGREEMENT) IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE HOLDERS
THEREOF AS SET FORTH IN SUCH REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH
PROSPECTUS AS SO SUPPLEMENTED; PROVIDED, HOWEVER, THAT EACH PURCHASER SHALL BE
RESPONSIBLE FOR THE
8
DELIVERY OF THE PROSPECTUS TO THE PERSONS TO WHOM SUCH PURCHASER SELLS ANY OF
THE SHARES OR THE WARRANT SHARES (INCLUDING IN ACCORDANCE WITH RULE 172 UNDER
THE SECURITIES ACT), AND EACH PURCHASER AGREES TO DISPOSE OF REGISTRABLE
SECURITIES IN COMPLIANCE WITH THE PLAN OF DISTRIBUTION DESCRIBED IN THE
REGISTRATION STATEMENT AND OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS. IN THE CASE 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
EXCHANGE ACT, THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO
SUCH REGISTRATION STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR
SUPPLEMENTS WITH THE COMMISSION ON THE SAME DAY ON WHICH THE EXCHANGE ACT REPORT
WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT SUCH
REGISTRATION STATEMENT WAS FILED.
(C)
NOTIFY THE HOLDERS (WHICH NOTICE SHALL, PURSUANT TO CLAUSES
(III) THROUGH (V) HEREOF, BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF
THE PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE) AS PROMPTLY AS
REASONABLY PRACTICABLE (AND, IN THE CASE OF (I)(A) BELOW, NOT LESS THAN TWO
TRADING DAYS PRIOR TO SUCH FILING, IN THE CASE OF (III) AND (IV) BELOW, NOT MORE
THAN ONE TRADING DAY AFTER SUCH ISSUANCE OR RECEIPT, AND IN THE CASE OF
(V) BELOW, NOT MORE THAN ONE TRADING DAY AFTER THE OCCURRENCE OR EXISTENCE OF
SUCH DEVELOPMENT) 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 A REGISTRATION
STATEMENT IS PROPOSED TO BE FILED; (B) WHEN THE COMMISSION NOTIFIES THE COMPANY
WHETHER THERE WILL BE A "REVIEW" OF SUCH REGISTRATION STATEMENT AND WHENEVER THE
COMMISSION COMMENTS IN WRITING ON ANY REGISTRATION STATEMENT (IN WHICH CASE THE
COMPANY SHALL PROVIDE TO EACH OF THE HOLDERS TRUE AND COMPLETE COPIES OF ALL
COMMENTS THAT PERTAIN TO THE HOLDERS AS A "SELLING STOCKHOLDER" OR TO THE "PLAN
OF DISTRIBUTION" AND ALL WRITTEN RESPONSES THERETO, BUT NOT INFORMATION THAT THE
COMPANY BELIEVES WOULD CONSTITUTE MATERIAL AND NON-PUBLIC INFORMATION); AND
(C) WITH RESPECT TO EACH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT,
WHEN THE SAME HAS BECOME EFFECTIVE; (II) OF ANY REQUEST BY THE COMMISSION OR