Unassociated Document


    
      SUBSCRIPTION
AGREEMENT


    

    
      FOR
SHARES OF COMMON STOCK OF


    

    CAREADVANTAGE,
INC.

    A
Delaware Corporation

    
      


    

    
      THE
SHARES OF COMMON STOCK (THE “SHARES”) OF CAREADVANTAGE, INC., A DELAWARE
CORPORATION (THE “CORPORATION”) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER THE
SECURITIES LAWS OF ANY OTHER COUNTRY, AND THE COMPANY IS UNDER NO OBLIGATION TO
REGISTER THE SHARES UNDER THE SECURITIES ACT OR ANY SUCH OTHER LAWS IN THE
FUTURE.  THE SHARES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D
(“REGULATION D”) PROMULGATED THEREUNDER OR REGULATION S PROMULGATED
THEREUNDER.


    

    
      


    

    
      THESE
SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  THE PURCHASE OF THE SECURITIES OFFERED HEREBY
INVOLVES SIGNIFICANT RISKS.  THE SHARES OF ANY SUBSCRIBER THAT IS A
NON U.S. PERSON MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S.
PERSON UNLESS THE SHARES ARE REGISTERED OR EXEMPT FROM REGISTRATION AND THE
COMPANY HAS GIVEN ITS EXPRESS WRITTEN APPROVAL OF SUCH AN OFFER OR
SALE.  NO SUCH SUBSCRIBER SHALL UNDERTAKE ANY HEDGING TRANSACTIONS
INVOLVING THE SHARES EXCEPT IN COMPLIANCE WITH THE SECURITIES
ACT.

    

    
      


    

    INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  IN MAKING AN INVESTMENT
DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SHARES AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.  THE
SHARES BEING OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

    


    THIS
OFFERING IS ONLY TO PERSONS WHO SATISFY THE DEFINITION OF ACCREDITED INVESTOR
FOR PURPOSES OF THE SECURITIES ACT AND ONLY SUBSCRIPTIONS BY SUCH ACCREDITED
INVESTORS WILL BE ACCEPTED.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    CAREADVANTAGE,
INC.

    SUBSCRIPTION
AGREEMENT

    


    CareAdvantage
Inc.

    485-C
Route 1 South

    Iselin,
New Jersey 08830

    


    Ladies/Gentlemen:

    


    This Stock Purchase and Subscription
Agreement (the “Agreement”) is being furnished to CareAdvantage, Inc. (the
“Corporation”), a corporation organized under the laws of the State of Delaware,
by the undersigned subscriber (the “Investor”) in connection with an offering by
the Corporation to sell shares (the “Shares”) of its common stock, par value
$0.001 per share, (the “Common Stock”).  This offering is being made
only to persons or entities who are “accredited investors” as defined
below.  The Investor hereby agrees to purchase Shares in a private
transaction, as described herein.

    


    In consideration for the acceptance by
the Corporation of this Agreement, the Investor hereby agrees, covenants,
represents and warrants as follows:

    


    1.           Subscription.   Subject
to the terms of this Agreement, the Investor hereby subscribes for
__________________ Shares for a purchase price per share of $0.005 and an
aggregate purchase price of $_____________(the “Subscription
Price”).  The Subscription Price for the Shares shall be paid
concurrently with the execution of this Agreement.

    


    2.           Acceptance or Rejection of
Subscription.  The Corporation has the right to reject this
subscription for the Shares, in whole or in part for any reason.  In
the event of the rejection of this subscription, the Investor’s payment of the
Subscription Price will be promptly returned to the Investor without interest or
deduction and this Agreement shall have no force or effect.

    


    3.           Representation and
Warranties of the Investor.

    


    (a)           The
Investor is acquiring the Shares solely for investment, solely for the
Investor’s own account, not for the account of any other person, and not for
distribution, assignment or resale to others and no other person has a direct or
indirect beneficial interest in any Shares so acquired.

    


    (b)           The
Investor has carefully read this Agreement and, to the extent the Investor
believes necessary, has discussed with the Investor’s professional and tax
advisors with respect to the financial and tax consequences of an investment in
the Corporation, as well as the suitability of this investment, based on the
Investor’s individual circumstances.  The Investor acknowledges that
the Investor has not received any income tax or other tax advice from the
Corporation, its officers, employees, legal counsel or any other representative
of the Corporation, and the Investor is not relying on any tax or other legal
advice other than advice provided from his own professional and tax
advisors.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    (c)           Investor
represents and acknowledges that the Investor has had a reasonable opportunity,
at a reasonable time prior to the Investor’s investment in the Corporation, to
ask questions of and receive answers from the Corporation or other
representative of the Corporation concerning the terms and conditions of the
offering of the Shares, and the Corporation and its operations, and all such
questions have been answered to the Investor’s full satisfaction.  The
Investor further acknowledges that the Investor has had a reasonable opportunity
to obtain any relevant information which the Corporation possesses or can
acquire without unreasonable effort or expense.

    


    (d)           The
Investor represents and acknowledges that no oral representations have been made
in connection with the offering of the Shares which are in any manner
inconsistent with the materials that have been disclosed to the
Investor.

    


    (e)           The
Investor has neither relied upon nor seen any form of advertising or general or
public solicitation, including communications published in or broadcasted by any
print or electronic medium and mass mailings, in connection with the offering of
the Shares, and are aware of no such solicitation or advertisement received by
others.

    


    (f)           The
Investor is an “accredited investor” within the meaning of Rule 501 of
Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), and has checked the box(es) below which are next to the category or
categories under which the Investor qualifies as an accredited
investor:

    


    
      	
              FOR
      INDIVIDUALS:

            


    

    


    
      	
              [  ]

            	
              A
      natural person with individual net worth (or joint net worth with spouse)
      in excess of $1 million. For purposes of this item, “net worth” means the
      excess of total assets at fair market value, including home, home
      furnishings and automobiles (and including property owned by a spouse),
      over total liabilities.

            


    

    


    
      	
              [  ]

            	
              A
      natural person with individual income (without including any income of the
      Investor’s spouse) in excess of $200,000, or joint income with spouse in
      excess of $300,000, in each of the two most recent years and who
      reasonably expects to reach the same income level in the current
      year.

            


    

    


    
      	
              [  ]

            	
              A
      director or executive officer of the
Company.

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    
      	
              FOR
      ENTITIES:

            


    

     

    
      	
              [  ]

            	
              a
      bank, savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution which is
      supervised and examined by state or federal authority having supervision
      over any such institutions, acting in its individual or fiduciary
      capacity.

            


    

     

    
      
        	
                [  ]

              	
                a
      registered broker or dealer.

              


      

    

    


    
      	
              [  ]

            	
              an
      employee benefit plan within the meaning of Title 1 of the Employee
      Retirement Income Security Act of 1974, if the investment decision is made
      by a plan fiduciary that is a savings and loan association, if the
      employee benefit plan has total assets in excess of $5,000,000, or if the
      plan is a self-directed plan with investment decisions made solely by
      persons that are accredited
investors.

            


    

    


    
      	
              [  ]

            	
              a
      Small Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958.

            


    

    


    
      	
              [  ]

            	
              a
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisors Act of 1940, as
amended.

            


    

    


    
      	
              [  ]

            	
              a
      corporation, Massachusetts or similar business trust, partnership, or an
      organization described in Section 501(c)(3) of the Internal Revenue Code
      not
      formed for the specific purpose of acquiring the securities offered, with
      total assets in excess of
$5,000,000.

            


    

    


    
      	
              [  ]

            	
              a
      trust with total assets in excess of $5,000,000, not formed for
      the specific purpose of acquiring the securities offered, whose purchase
      is directed by a sophisticated
person.

            


    

    


    
      	
              [  ]

            	
              An
      entity, including a grantor trust, in which all of the equity owners are
      accredited investors (for this purpose, a beneficiary of a trust is not
      an  equity owner, but the grantor of a grantor trust is an
      equity owner).

            


    

    


    (g)           The
Investor satisfies the requirements set forth below, indicated by a check mark
in the appropriate box(es):

    


    
      	
              [  ]

            	
              The
      Investor has the financial means to make an investment in the Corporation;
      the Investor is able to bear the economic risk of an investment in the
      Corporation; and the Investor’s present financial condition is such that
      the Investor is under no present or contemplated future need to dispose of
      any portion of the Shares to satisfy any existing or contemplated
      undertaking, need or indebtedness;
or

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              [  ]

            	
              The
      Investor has such knowledge and experience in business and financial
      matters as will enable the Investor to utilize the information made
      available to the Investor to evaluate the merits and risks of the
      prospective investment in the Shares and to make an informed investment
      decision.

            


    

    


    (h)           The
Investor, if an individual, has his or her principal residence in the state
listed on the signature page hereof, and if an entity, has its principal office
in the state listed on the signature page hereof, and has no present intention
of changing such residence or principal office.

    


    (i)           The
Investor acknowledges that an investment in the Corporation involves a high
degree of risk, and, having made Investor’s own evaluation of the risks
associated with this investment, the Investor is aware and has been advised that
the Investor must bear the economic risks of a purchase of the Shares
indefinitely.

    


    (j)           Investor
acknowledges that: the Shares have not been registered under the Securities Act
and any applicable State securities laws (the “State Acts”), and are being
offered and sold pursuant to exemptions from registration under the Act by
virtue of Section 4(2) of the Act and/or the provisions of Regulation D
promulgated thereunder, and such exemptions depend in part upon the accuracy of
the statements, representations and agreements made by the Investor in this
Agreement.  The Investor understands that the merits of investment in
the Shares have not been reviewed by, passed on, or submitted for review to any
federal or state agency or other regulatory organization.

    


    (k)           The
Investor understands that there is not a market for the Shares, that none may
develop, and that limited rights exist to transfer the Shares.

    


    (l)           The
Investor is aware that the Corporation may offer and sell additional shares of
Common Stock in the future, thereby diluting the Investor’s percentage equity
ownership of the Corporation.

    


    (m)           If
the Investor is an individual, the Investor represents that he or she is over 21
years of age and has the capacity to execute, deliver and perform this
Agreement; if the Investor is an entity, the person executing this Agreement has
all requisite power and authority to execute, deliver and perform the
obligations under this Agreement and to subscribe for and purchase or otherwise
acquire the Shares on behalf of the Investor, and the execution of this
Agreement has been authorized by all necessary corporate or other
action.

    


    (n)           The
foregoing representations and warranties and all other information which the
Investor has provided to the Corporation concerning such Investor, the financial
position of the Investor, and the Investor's knowledge of financial and business
matters, or in the case of persons investing as joint tenants or a corporation,
partnership, trust or other entity, the knowledge of financial and business
matters of the person making the investment decision on behalf of such joint
tenants or entity, including all information contained herein, are true and
accurate as of this date and shall be true and accurate as of the date of the
issuance of the Shares.  If in any respect such representations,
warranties or information shall not be true and accurate at any time prior to
the Investor's admission to the Corporation, the Investor will give written
notice of such fact to the Corporation, specifying which representations,
warranties or information are not true and accurate and the reasons
therefor.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    4.      Covenants of the
Investor.    The Investor covenants and agrees that
the Investor will not take, or cause to be taken any action with respect to the
Shares that would cause the Investor to be deemed an “underwriter” as defined in
Section 2(11) of the Securities Act.

    


    5.      Investor
Questionnaire.  In connection with this subscription, the
Investor has provided information to the Company regarding his status as an
accredited investor pursuant to Section 3 of this Agreement.  The
Investor understands and acknowledges that the Corporation is relying on the
accuracy of the information set forth in the investor questionnaire contained in
Section 3 of this Agreement in complying with applicable federal and state
securities laws and represents and warrants that such information is complete
and correct.

    


    6.      Indemnification.   The
Investor understands and acknowledges that the Corporation and its control
persons are relying on the representations, warranties and agreements made by
the Investor in this Agreement and the Investor agrees to indemnify and hold
harmless the Corporation, its control persons, the corporation’s Affiliates and
anyone acting on its behalf from and against all damages, losses, costs and
expenses (including reasonable attorneys’ fees) which they may incur by reason
of his failure to fulfill any of the terms or conditions of this Agreement, or
by reason of any breach of the representations and warranties made by the
Investor herein.

    


    7.      Transferability and
Resale.  The Investor acknowledges that the Shares have not
been registered under the Securities Act and any applicable State securities
laws (the “State Acts”), and may not be sold, pledged, hypothecated, donated or
otherwise transferred (whether or not for consideration) by the Investor unless
registered pursuant to the Act and the State Acts, or upon presentation to the
Corporation of evidence satisfactory to the Corporation, or submission to the
Corporation of a favorable opinion of counsel acceptable to the Corporation, to
the effect that any such transfer is subject to an applicable exemption under
and will not be in violation of the Act and the State Acts.  The
Company has agreed to register the Shares in accordance with the Registration
Rights Addendum attached hereto.

    


    8.      Restrictive
Legends.  The Shares shall bear the following
legend:

    


    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM
OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL AND
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH
THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.”

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    9.           Binding Effect; Successors
and Assigns.  This Agreement will be binding upon the parties
hereto, the successors and assigns of the Corporation and the heirs, personal
representatives, successors and assigns of the Investor.  This
Agreement will inure to the benefit of the Corporation and its successors and
assigns.  Neither this Agreement nor any part of it will be assignable
by the Investor.

    


    10.         Investor’s Legal
Fees.  Upon the issuance of the Shares to the Investor, the
Company shall pay the Investor’s legal fees and expenses, up to $2,800, incurred
in connection with this Agreement and the transaction contemplated
hereunder.

    


    11.         Miscellaneous.

    


    (a)           This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subscription of the Investor’s Shares and may be amended only by a
writing executed by the parties hereto.

    


    (b)           Within
10 days after receipt of a written request from the Corporation, the Investor
agrees to provide such information and to execute and deliver such documents as
reasonably may be necessary to comply with any and all laws and ordinances to
which the Corporation is subject.

    


    (c)           In
this Agreement the singular shall include the plural and the masculine gender
shall include the feminine and neuter and vice versa, as the context
requires.

    


    (d)           Each
provision of this Agreement shall be considered separable and if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity shall not impair the operation of or affect the
remaining portions of this Agreement.

    


    (e)           This
Agreement shall be construed in accordance with the laws of the State of
Delaware, without regard to its principles of conflict of laws.

    


    [Signatures
on following page]

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    SIGNATURE
PAGE

    


    IN WITNESS WHEREOF, the undersigned has
executed and sealed this Agreement as of this day of ___________________,
2009

    
    

     

    
      	 Form of Ownership
      (Check One ):  	 	 Individual
      Subscriber :	 
	 	 	 	 
	_____
      Individual	 	 	 
	 	 	(Signature)	 
	_____ Joint Tenants
      with right of     	 	Print
Name:	 
	Survivorship (each
      must sign)	 	 	 
	 	 	 	 
	_____Tenants in
      common   	 	(Signature of
      Co-Subscriber, if any)	 
	(each must
      sign)	 	 	 
	 	 	 	 
	_____Tenants by the
      entirety    	 	Print
Name:	 
	 	 	 	 
	_____ Fiduciary
      capacity (please   	 	Address:	 
	indicate the
      capacity on the     	 	 	 
	signature
      line)  	 	Social Security
      Number(s):	 
	 	 	 	 
	_____
      Corporation	 	 	 
	 	 	 Entity
      Subscriber :	 
	_____
      Partnership	 	 	 
	 	 	 	 
	_____ Limited
      liability company	 	 	 
	 	 	By:	 
	 	 	Signature of
      Authorized Trustee, Custodian, Partner or Officer	 
	 	 	 	 
	_____ Trust, IRA or
      Retirement Plan     	 	Name:	 
	 	 	Title:	 
	_____ Other (please
      explain)     	 	Address:	 
	 	 	 	 
	 	 	Tax Identification
      Number:	 


    

     

    AGREED TO
AND ACCEPTED THIS ____ DAY OF _________, 2009

     

    ________________________________________

    
 

    By:__________________________________

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    Registration
Rights Addendum

    


    1.           Right to
Piggy-back.

    


    (a)           If
The Company proposes during the Registration Period (as hereinafter defined) to
register any securities of the Company under the Securities Act on any
registration form (otherwise than for the registration of securities to be
offered and sold by the Company pursuant to (i) an employee benefit plan, (ii) a
dividend or interest reinvestment plan, (iii) other similar plans or (iv)
reclassification of securities, mergers, consolidations and acquisitions of
assets) permitting a secondary offering or distribution, not less than 15 days
prior to each such registration the Company shall give to the Investor written
notice of such proposal which shall describe the proposed registration and
distribution and, upon the written request of the Investor furnished within 10
days after the date of any such notice, proceed to include in such registration
such Shares (“Piggy-Back
Shares”) as have been requested by the Investor to be included in such
registration.  The Investor shall in their request describe briefly
the proposed disposition of such Shares.  The Company will in each
instance use its commercially reasonable efforts to cause all such Piggy-Back
Shares to be registered under the Securities Act, to the extent necessary to
permit the sale or other disposition thereof (in the manner stated in such
request) by the Investor.

    


    (b)           If
the managing underwriter, if any, who shall be selected by the Company advises
the Company in writing that, in its opinion, the inclusion of the Piggy-Back
Shares with the securities being registered by the Company would materially
adversely affect the distribution of all such securities, then the Company will
include in such registration (i) first, the securities the Company proposes to
sell and (ii) second, the Piggy-Back Shares requested by the Investor to be
included in such registration.  In the event Shares of parties other
than the Investor are included in such registration pursuant to registration
rights granted to such other parties, any limitation of the number of Piggy-Back
Shares to be included in such registration shall be proportionate to similar
limitations placed on the Shares of such other parties.

    


    (c)           The
“Registration Period” shall be until such time as the Investor can sell or
transfer the Shares pursuant to Rule 144 promulgated under the Securities Act
and the last sentence of paragraph (b)(1) thereof without any restrictions or
limitations, but in all event for at least the three years following the date of
the Subscription Agreement.

    


    2.      Selection of Underwriter;
Participation in Underwritten Registrations.

    


    The
Investor agrees to the selection by the Company of a underwriter to manage such
registration and to execute an underwriting agreement with such underwriter that
is in customary form.  The Investor may not participate in any
registration hereunder which is underwritten unless the Investor (i) agrees
to sell its Piggy-Back Shares on the basis provided in any underwriting
arrangements approved by the Company, and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements;
provided that the Investor shall not be required to make any representations or
warranties to the Company or the underwriters other than representations and
warranties regarding the Investor and the Investor’s intended method of
distribution.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    3.      Withdrawal of
Registration.

    


    Nothing
in this Agreement shall be deemed to require the Company to proceed with any
registration of its securities after giving the notice as provided
herein.

    


    4.      Registration and
Qualification Procedures.

    


    Whenever
the Company is required by the provisions of this Agreement to use its
commercially reasonable efforts to effect the registration of any of its
securities under the Securities Act, the Company will, as expeditiously as is
possible:

    


    (a)           prepare
and file with the SEC a registration statement with respect to such securities
in connection with which the Company will give the Investor and its counsel and
accountants the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the SEC,
and each amendment thereof or supplement thereto, and will give each of them
such access to its books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
opinion of the Investor’s counsel, to conduct a reasonable investigation within
the meaning of the Securities Act;

    


    (b)           prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective and the prospectus current and to
comply with the provisions of the Securities Act with respect to the sale of all
securities covered by such registration statement whenever the Investor shall
desire to sell the same; provided, however, the
Company shall have no obligation to file any amendment or supplement at its own
expense (other than periodic filings required under the Securities Exchange Act
of 1934) more than nine months after the effective date of such registration
statement;

    


    (c)           furnish
to the Investor such number of copies of preliminary prospectuses and
prospectuses and each supplement or amendment thereto and such other documents
as they may reasonably request in order to facilitate the sale or other
disposition of the securities owned by them in conformity with (a) the
requirements of the Securities Act and (b) the proposed method of
distribution;

    


    (d)           otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC;

    


    (e)           register
and qualify the securities covered by such registration statement under state
securities (Blue Sky) laws of such jurisdictions as shall be reasonably
requested by the Investor (and to maintain such registrations and qualifications
effective for the Registration Period, and to do any and all other acts and
things that may be necessary or advisable to enable the Investor to complete the
disposition in such jurisdictions of such securities (provided that the Company
will not be required to (i) qualify generally to do business in any jurisdiction
where it would not be required but for this agreement, (ii) subject itself to
taxation in any such jurisdiction or (iii) file any general consent to service
of process in any such jurisdiction));

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    (f)           cause
all such Piggy-Back Shares to be listed on each securities exchange on which
similar securities issued by the Company are then listed and to be qualified for
trading on each system on which similar securities issued by the Company are
from time to time qualified;

    


    (g)           provide
a transfer agent and registrar for all such Piggy-Back Shares not later than the
effective date of such registration statement and thereafter maintain such a
transfer agent and registrar; and otherwise cooperate with the Investor and the
managing underwriter to facilitate the timely preparation and delivery of
certificates representing Piggy-Back Shares to be sold and not bearing any
restrictive legends, and enable such Piggy-Back Shares to be in such
denominations and registered in such names as the managing underwriter may
reasonably request at least two business days prior to any sale of Piggy-Back
Shares to the underwriters;

    


    (h)           enter
into and perform an underwriting agreement with the managing underwriter, if
any, containing customary (i) terms of offer and sale of the securities, payment
provisions, underwriting discounts and commissions, and (ii) representations,
warranties, covenants, indemnities, terms and conditions;

    


    (i)           notify
the Investor during any time when a prospectus relating to the registration is
required to be delivered under the Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and at the request of the Investor
promptly prepare and furnish to the Investor a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus shall
not include an 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 in the light of the circumstances under which they are
made;

    


    (j)           keep
the Investor advised in writing as to the initiation and progress of any
registration under this Agreement.

    


    5.      Holdback
Agreements.

    


    If any registration pursuant to this
Agreement is in connection with an underwritten public offering, the Investor
agrees, if so required by the managing underwriter, not to effect any public
sale or distribution Piggy-Back Shares (other than as part of such underwritten
public offering) during the period beginning 15 days prior to the effective date
of such registration statement and ending on the 90th day (or such longer period
of time as may be requested by the managing underwriter (which period shall in
no event exceed 180 days)) after the effective date of such registration
statement.

    


    6.      Registration
Expenses.

    


    If the
Company is required by the provisions of this Agreement to use its commercially
reasonable efforts to effect the registration or qualification under the
Securities Act of any of the Piggy-Back Shares, the Company shall pay all
expenses in connection therewith, including (i) all expenses incident to filing
with the National Association of Securities Dealers, Inc., (ii) registration
fees and Blue Sky fees, (iii) printing expenses, (iv) accounting and legal fees
and expenses, and (v) expenses of any special audits incident to or required by
any such registration or qualification; provided, however, the
Company shall not be liable for (a) any discounts or commissions to any
underwriter attributable to Piggy-Back Shares being sold; or (b) any stock
transfer taxes incurred in respect of the Piggy-Back Shares being
sold.

    


    
      
         

      

      
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    7.           Indemnification.

    


    (a)           In
connection with any registration or qualification of securities under this
Agreement, the Company agrees to indemnify the Investor against all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation) caused by any untrue, or alleged untrue, statement of a material
fact contained in any registration statement, preliminary prospectus, prospectus
or notification or offering circular (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or caused by any
omission, or alleged omission, to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by any untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished in writing to the Company by
either the Investor or any underwriter expressly for use therein. The foregoing
indemnification for the benefit of the Investor shall apply only if the Investor
is not, at the time of the alleged statement or failure to state, a director or
officer of the Company.

    


    (b)           
In connection with any registration or qualification of securities under this
Agreement, the Investor agrees to indemnify the Company and each officer,
director and controlling person of the Company against all losses, claims,
damages, liabilities and expenses (including the costs of reasonable
investigation) caused by any untrue, or alleged untrue, statement of a material
fact contained in any registration statement, preliminary prospectus, prospectus
or notification or offering circular (as amended or supplemented if the Investor
shall have furnished information for any amendments or supplements thereto) or
caused by any omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent such losses, claims, damages, liabilities or
expenses are caused by any untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished in writing to the
Company by the Investor expressly for use therein.

    


    (c)           Any
person entitled to indemnification hereunder will (i) give reasonably
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party.  If such defense is assumed,
the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be
unreasonably withheld).  An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

     

    
      
         

      

      
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    (d)           The
indemnification provided for under this Agreement will remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party
and will survive the transfer of Piggy-Back Shares.

    


    (e)           The
parties agree to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event indemnification
is unavailable for any reason.  Such right to contribution shall be in
such proportion as is appropriate to reflect the relative fault of and benefits
to the Company on the one hand and the Investor on the other, in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations.  The relative benefits to the indemnifying party and
indemnified parties shall be determined by reference to, among other things, the
total proceeds received by the indemnifying party and indemnified parties in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate.  The relative fault of the indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether the action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission or state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
the indemnified parties, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action.  The
parties hereto agree that it would not be just or equitable if contribution
pursuant hereto were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Agreement.  No person found guilty of any fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation.