NOT LESS THAN TWO TRADING DAYS PRIOR TO THE
FILING OF A REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT,
OR NOT LESS THAN ONE TRADING DAY FOR ANY SUPPLEMENT THERETO (INCLUDING ANY
DOCUMENT THAT WOULD BE INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE), THE COMPANY SHALL (I) FURNISH TO EACH PURCHASER AND ANY COUNSEL
DESIGNATED BY ANY
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PURCHASER (EACH, A "PURCHASER COUNSEL", AND VERTICAL VENTURES, LLC, A PURCHASER,
HAS INITIALLY DESIGNATED PROSKAUER ROSE LLP AS ITS PURCHASER COUNSEL) COPIES OF
ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS (OTHER THAN THOSE
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE) WILL BE SUBJECT TO THE
REVIEW OF EACH PURCHASER AND PURCHASER COUNSEL, AND (II) CAUSE ITS OFFICERS AND
DIRECTORS, COUNSEL AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO
SUCH INQUIRIES AS SHALL BE NECESSARY, IN THE REASONABLE OPINION OF RESPECTIVE
COUNSEL, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF THE
SECURITIES ACT.
THE COMPANY SHALL NOT FILE A REGISTRATION STATEMENT OR ANY SUCH
PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH PURCHASERS HOLDING
A MAJORITY OF THE REGISTRABLE SECURITIES SHALL REASONABLY OBJECT IN WRITING.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD AND DURING THE EFFECTIVE
PERIOD AND PREPARE AND FILE WITH THE COMMISSION SUCH ADDITIONAL REGISTRATION
STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER THE SECURITIES ACT ALL OF THE
REGISTRABLE SECURITIES; (II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR
AMENDED TO BE FILED PURSUANT TO RULE 424; (III) RESPOND AS PROMPTLY AS
REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN TEN DAYS, TO ANY COMMENTS RECEIVED
FROM THE COMMISSION WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO AND AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE PURCHASERS TRUE AND
COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO THE
REGISTRATION STATEMENT; AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE
PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE
DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT
DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE PURCHASERS THEREOF SET FORTH IN THE REGISTRATION STATEMENT AS
SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED
(C)
NOTIFY THE PURCHASERS OF REGISTRABLE
SECURITIES TO BE SOLD AND EACH PURCHASER COUNSEL AS PROMPTLY AS REASONABLY
POSSIBLE, AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING
NO LATER THAN ONE TRADING DAY THEREAFTER, OF ANY OF THE FOLLOWING EVENTS: (I)
THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF ANY
REGISTRATION STATEMENT; (II) THE COMMISSION COMMENTS IN WRITING ON ANY
REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY SHALL DELIVER TO EACH
PURCHASER WHO REQUESTS A