(H)
EXCEPT IF OTHERWISE REQUIRED PURSUANT TO WRITTEN COMMENTS RECEIVED FROM
THE SEC UPON A REVIEW OF SUCH REGISTRATION STATEMENT, INCLUDE IN THE
REGISTRATION STATEMENT THE "PLAN OF DISTRIBUTION" ATTACHED HERETO AS EXHIBIT D;
(I)
UNLESS OTHERWISE AGREED TO BY HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES HELD BY THE INVESTOR AND ALL OTHER INVESTORS, NEITHER THE COMPANY NOR
ANY OF ITS SECURITIES HOLDERS MAY INCLUDE SECURITIES OF THE COMPANY (OTHER THAN
THE SHARES) IN ANY REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT AND
THE COMPANY SHALL NOT AFTER THE DATE HEREOF ENTER INTO ANY AGREEMENT IN
CONTRAVENTION OF THE FOREGOING;
(J)
IF AT ANY TIME DURING THE REGISTRATION PERIOD, THERE IS NOT ONE OR MORE
EFFECTIVE REGISTRATION STATEMENTS COVERING THE RESALE OF ALL REGISTRABLE
SECURITIES AND THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE
ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY SECURITIES,
OTHER THAN OF FORM S-4 OR FORM S-8 (EACH AS PROMULGATED UNDER THE SECURITIES
ACT) OR THEIR THEN
14
EQUIVALENTS RELATING TO EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH
ANY ACQUISITION OF ANY ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN
CONNECTION WITH STOCK OPTION OR OTHER EMPLOYEE BENEFIT PLANS, THEN THE COMPANY
SHALL SEND TO THE INVESTOR WRITTEN NOTICE OF SUCH DETERMINATION AND IF, WITHIN
20 DAYS AFTER RECEIPT OF SUCH NOTICE THE INVESTOR SHALL SO REQUEST IN WRITING,
THE COMPANY SHALL INCLUDE IN SUCH REGISTRATION STATEMENT THOSE REGISTRABLE
SECURITIES REQUESTED BY THE INVESTOR TO BE SO INCLUDED AND WHICH ARE NOT
OTHERWISE COVERED BY ONE OR MORE EFFECTIVE REGISTRATION STATEMENTS;
(K)
NOT LESS THAN THREE BUSINESS DAYS PRIOR TO THE FILING OF THE REGISTRATION
STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, THE
COMPANY SHALL FURNISH TO THE INVESTOR COPIES OF THE "SELLING STOCKHOLDERS"
SECTION OF SUCH DOCUMENT, THE "PLAN OF DISTRIBUTION," ANY RISK FACTOR CONTAINED
IN SUCH DOCUMENT THAT ADDRESSES SPECIFICALLY THIS TRANSACTION OR THE SELLING
STOCKHOLDERS, AS PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE
REVIEW AND COMMENT OF THE INVESTOR AND ITS COUNSEL; PROVIDED THAT, THE FAILURE
OF ANY INVESTOR OR HIS, HER OR ITS COUNSEL TO RESPOND TO SUCH PROPOSED DOCUMENTS
WITHIN TWO BUSINESS DAYS AFTER RECEIPT THEREOF SHALL BE DEEMED APPROVAL OF SAME;
AND PROVIDED, FURTHER, THAT NO SUCH REVIEW AND COMMENT SHALL INHIBIT THE COMPANY
FROM FILING THE REGISTRATION STATEMENT WITHIN 15 DAYS AFTER THE RESTATEMENT DATE
OR OTHERWISE FROM COMPLYING WITH ITS OBLIGATIONS HEREUNDER;
(L)
RESPOND AS PROMPTLY AS PRACTICABLE TO ANY COMMENTS RECEIVED FROM THE SEC
WITH RESPECT TO EACH REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND, AS
PROMPTLY AS PRACTICABLE PROVIDE THE INVESTOR TRUE AND COMPLETE COPIES OF ALL
CORRESPONDENCE FROM AND TO THE SEC RELATING TO SUCH REGISTRATION STATEMENT THAT
WOULD NOT RESULT IN THE DISCLOSURE TO THE INVESTOR OF MATERIAL AND NON-PUBLIC
INFORMATION CONCERNING THE COMPANY;
(M)
COMPLY IN ALL MATERIAL RESPECTS WITH