INVESTORS MAY SELL ALL OF THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT TO RULE 144(K) (OR ANY
SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT OR (II) THE DATE ON WHICH THE
INVESTORS SHALL HAVE SOLD ALL OF THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT (THE "REGISTRATION PERIOD").
THE COMPANY SHALL ENSURE
THAT EACH REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND PROSPECTUSES CONTAINED THEREIN) SHALL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF
PROSPECTUSES, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE) NOT
MISLEADING OTHER THAN SUCH INFORMATION AS PROVIDED IN WRITING BY INVESTORS FOR
USE IN SUCH REGISTRATION STATEMENT OR PROSPECTUS.
THE TERM "BEST EFFORTS" SHALL
MEAN, AMONG OTHER THINGS, THAT THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN TWO
(2) BUSINESS DAYS AFTER THE LATER OF THE DATE THAT (I) THE COMPANY LEARNS THAT
NO REVIEW OF A PARTICULAR REGISTRATION STATEMENT WILL BE
5
MADE BY THE STAFF OF THE SEC OR THAT THE STAFF HAS NO FURTHER COMMENTS ON A
PARTICULAR REGISTRATION STATEMENT, AS THE CASE MAY BE, AND (II) THE APPROVAL OF
LEGAL COUNSEL (WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED) PURSUANT TO
SECTION 3(C) (WHICH APPROVAL IS IMMEDIATELY SOUGHT), A REQUEST FOR ACCELERATION
OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND DATE NOT LATER
THAN TWO (2) BUSINESS DAYS AFTER THE SUBMISSION OF SUCH REQUEST.
B.
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD, AND, DURING SUCH PERIOD,
COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH RESPECT TO THE DISPOSITION OF
ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED BY SUCH REGISTRATION
STATEMENT.
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-QSB, FORM 10-KSB OR ANY ANALOGOUS REPORT UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "1934 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 SEC ON THE SAME DAY ON WHICH THE
1934 ACT REPORT IS FILED WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND
OR SUPPLEMENT SUCH REGISTRATION STATEMENT.
C.
THE COMPANY SHALL (A) PERMIT LEGAL COUNSEL TO REVIEW AND COMMENT
UPON (I) A REGISTRATION STATEMENT AT LEAST THREE (3) BUSINESS DAYS PRIOR TO ITS
FILING WITH THE SEC AND (II) ALL AMENDMENTS AND SUPPLEMENTS TO ALL REGISTRATION
STATEMENTS (EXCEPT FOR ANNUAL REPORTS