CHANGES TO THE PLAN OF
DISTRIBUTION (OTHER THAN ANY CORRECTIONS OF COMPANY MISTAKES WITH RESPECT TO
INFORMATION PREVIOUSLY PROVIDED BY SUCH INVESTOR).
ALL SUCH AMOUNTS REQUIRED TO
BE PAID HEREUNDER SHALL BE PAID IN CASH WITHIN FIVE DAYS AFTER THE END OF EACH
PERIOD THAT GIVES RISE TO SUCH OBLIGATION, PROVIDED THAT, IF ANY SUCH PERIOD
EXTENDS FOR MORE THAN 30 DAYS, INTERIM PAYMENTS SHALL BE MADE FOR EACH SUCH 30
DAY PERIOD.
(C)
[RESERVED.]
3
(D)
ELIGIBILITY FOR FORM S-3.
THE COMPANY
REPRESENTS AND WARRANTS THAT IT MEETS THE REQUIREMENTS FOR THE USE OF FORM S-3
FOR REGISTRATION OF THE SALE BY THE INITIAL INVESTORS AND ANY OTHER INVESTOR OF
THE REGISTRABLE SECURITIES AND THE COMPANY SHALL FILE ALL REPORTS AND STATEMENTS
REQUIRED TO BE FILED BY THE COMPANY WITH THE SEC IN A TIMELY MANNER SO AS TO
THEREAFTER MAINTAIN SUCH ELIGIBILITY FOR THE USE OF FORM S-3.
3.
OBLIGATIONS OF THE COMPANY.
In connection with the registration of the Registrable Securities, the Company
shall have the following obligations:
(A)
THE COMPANY SHALL RESPOND PROMPTLY TO ANY
AND ALL COMMENTS MADE BY THE STAFF OF THE SEC TO ANY REGISTRATION STATEMENT
REQUIRED TO BE FILED HEREUNDER, AND SHALL SUBMIT TO THE SEC, BEFORE THE CLOSE OF
BUSINESS ON THE BUSINESS DAY IMMEDIATELY FOLLOWING THE BUSINESS DAY ON WHICH THE
COMPANY LEARNS (EITHER BY TELEPHONE OR IN WRITING) THAT NO REVIEW OF SUCH
REGISTRATION STATEMENT WILL BE MADE BY THE SEC OR THAT THE STAFF OF THE SEC HAS
NO FURTHER COMMENTS ON SUCH REGISTRATION STATEMENT, AS THE CASE MAY BE, A
REQUEST FOR ACCELERATION OF THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO
A TIME AND DATE AS SOON AS PRACTICABLE.
THE COMPANY SHALL KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL SUCH
DATE AS IS THE EARLIER OF (I) THE DATE ON WHICH ALL OF THE REGISTRABLE
SECURITIES HAVE BEEN SOLD AND (II) THE DATE ON WHICH ALL OF THE REGISTRABLE
SECURITIES MAY BE IMMEDIATELY SOLD TO THE PUBLIC WITHOUT REGISTRATION OR
RESTRICTION PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION (THE "REGISTRATION PERIOD"), WHICH REGISTRATION STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN AND ALL
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) (A) SHALL COMPLY IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER AND (B) 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 NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN ANY SUCH REGISTRATION
STATEMENT OR INCORPORATED BY REFERENCE THEREIN (X) SHALL COMPLY AS TO FORM IN
ALL MATERIAL RESPECTS WITH THE APPLICABLE ACCOUNTING REQUIREMENTS AND THE
PUBLISHED RULES AND REGULATIONS OF THE SEC APPLICABLE WITH RESPECT THERETO, (Y)
SHALL BE PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, CONSISTENTLY APPLIED DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE