TERMS OF THIS AGREEMENT), AND AS SO SUPPLEMENTED OR
AMENDED TO BE FILED PURSUANT TO RULE 424; (III) RESPOND AS PROMPTLY AS
REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO
A REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND PROVIDE AS PROMPTLY AS
REASONABLY POSSIBLE TO THE HOLDERS TRUE AND COMPLETE COPIES OF ALL
CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO A REGISTRATION STATEMENT
(PROVIDED THAT THE COMPANY MAY EXCISE ANY INFORMATION CONTAINED THEREIN WHICH
WOULD CONSTITUTE MATERIAL NON-PUBLIC INFORMATION AS TO ANY HOLDER WHICH HAS NOT
EXECUTED A CONFIDENTIALITY AGREEMENT WITH THE COMPANY); AND (IV) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE
5
ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY A
REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN ACCORDANCE (SUBJECT TO
THE TERMS OF THIS AGREEMENT) WITH THE INTENDED METHODS OF DISPOSITION BY THE
HOLDERS THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT AS SO AMENDED OR IN
SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
IN THE EVENT THAT THE COMPANY IS UNABLE TO
REGISTER 100% OF THE REGISTRABLE SECURITIES ON A REGISTRATION STATEMENT, AS
CONTEMPLATED BY THE PROVISO REGARDING REGISTRABLE SECURITIES IN SECTION 2(A)
ABOVE, THE COMPANY SHALL FILE, AS SOON AS REASONABLY PRACTICABLE BUT IN NO EVENT
LATER THAN THE APPLICABLE FILING DATE, AN ADDITIONAL REGISTRATION STATEMENT
COVERING THE RESALE BY THE HOLDERS OF AN AMOUNT EQUAL TO THE REGISTRATION CAP,
AS MAY BE ADJUSTED ACCORDING TO THE PROVISO IN SECTION 2(A).
IF, FOLLOWING SUCH
SUBSEQUENT REGISTRATION STATEMENT, THERE ARE ADDITIONAL UNREGISTERED REGISTRABLE
SECURITIES, THE COMPANY SHALL FILE SUBSEQUENT REGISTRATION STATEMENTS PURSUANT
TO THE TERMS OF THIS SECTION 3(C) UNTIL ALL REGISTRABLE SECURITIES ARE
REGISTERED.
(D)
NOTIFY THE HOLDERS OF REGISTRABLE SECURITIES
TO BE SOLD (WHICH NOTICE SHALL, PURSUANT TO CLAUSES (III) THROUGH (VI) HEREOF,
BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE
REQUISITE CHANGES HAVE BEEN MADE) AS PROMPTLY AS REASONABLY POSSIBLE (AND, IN
THE CASE OF (I)(A) BELOW, NOT LESS THAN 1 TRADING DAY PRIOR TO SUCH FILING) 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 SUCH REGISTRATION STATEMENT; AND (C) WITH RESPECT TO A
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME
EFFECTIVE; (II) OF ANY REQUEST BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT
OR PROSPECTUS OR FOR ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY THE
COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT COVERING ANY OR
ALL OF THE REGISTRABLE SECURITIES OR THE INITIATION OF ANY