TO THIS AGREEMENT GUILTY OF FRAUDULENT
MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE SECURITIES ACT)
SHALL BE ENTITLED TO CONTRIBUTION FROM ANY OTHER PARTY TO THIS AGREEMENT WHO WAS
NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
5.6.
TERMINATION OF CONDITIONS AND OBLIGATIONS. THE RESTRICTIONS
IMPOSED BY ARTICLE 3 OR ARTICLE 5 UPON THE TRANSFERABILITY OF THE REGISTRABLE
SECURITIES SHALL CEASE AND TERMINATE AS TO ANY PARTICULAR NUMBER OF THE
REGISTRABLE SECURITIES UPON THE TERMINATION OF THE REGISTRATION PERIOD WITH
RESPECT TO SUCH REGISTRABLE SECURITIES.
5.7.
RULE 144. AT ALL TIMES DURING WHICH THERE ARE REGISTRABLE
SECURITIES OUTSTANDING WHICH HAVE NOT BEEN PREVIOUSLY (A) SOLD TO OR THROUGH A
BROKER OR DEALER OR UNDERWRITER IN A PUBLIC DISTRIBUTION, OR (B) SOLD IN A
TRANSACTION EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
THE SECURITIES ACT UNDER SECTION 4(L) THEREOF, IN THE CASE OF EITHER CLAUSE (A)
OR CLAUSE (B) IN SUCH A MANNER THAT, UPON THE CONSUMMATION OF SUCH SALE, ALL
TRANSFER RESTRICTIONS AND RESTRICTIVE LEGENDS WITH RESPECT TO SUCH SHARES ARE
REMOVED UPON THE CONSUMMATION OF SUCH SALE, THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO:
(A)
COMPLY WITH THE REQUIREMENTS OF RULE 144(C) UNDER THE SECURITIES ACT WITH
RESPECT TO CURRENT PUBLIC INFORMATION ABOUT THE COMPANY;
(B)
FILE WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS
REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT (AT ANY
TIME IT IS SUBJECT TO SUCH REPORTING REQUIREMENTS); AND
(C)
FURNISH TO ANY HOLDER OF REGISTRABLE SECURITIES PROMPTLY AFTER RECEIPT OF
A WRITTEN REQUEST THEREFOR (I) A WRITTEN STATEMENT BY THE COMPANY AS TO ITS
COMPLIANCE WITH THE
20
REQUIREMENTS OF SAID RULE 144(C), AND THE REPORTING REQUIREMENTS OF THE
SECURITIES ACT AND THE EXCHANGE ACT, (II) A COPY OF THE MOST RECENT ANNUAL OR
QUARTERLY REPORT OF THE COMPANY, AND (III) SUCH OTHER REPORTS AND DOCUMENTS OF
THE COMPANY AS SUCH HOLDER MAY REASONABLY REQUEST TO AVAIL ITSELF OF ANY SIMILAR
RULE OR REGULATION OF THE SEC ALLOWING IT TO SELL ANY SUCH SECURITIES WITHOUT
REGISTRATION.
5.8.
REGISTRATION OF OTHER SECURITIES. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY AND FOR THE AVOIDANCE OF DOUBT, THE PARTIES
HERETO ACKNOWLEDGE THAT (A) THE COMPANY HAS GRANTED REGISTRATION RIGHTS TO OTHER
INVESTORS WITH RESPECT TO REGISTRABLE SECURITIES, AND (B) ANY REGISTRATION
STATEMENT PREPARED, FILED AND MADE EFFECTIVE UNDER THIS ARTICLE 5 MAY ALSO COVER
THE RESALE OF SUCH OTHER SECURITIES.
6.
MISCELLANEOUS.
6.1.
NOTICES. EXCEPT AS SPECIFICALLY PERMITTED BY SECTION 5.1(G), ALL
NOTICES, REQUESTS, CONSENTS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN
WRITING, SHALL BE MAILED (B) IF WITHIN THE UNITED STATES BY FIRST-CLASS
REGISTERED OR CERTIFIED AIRMAIL, OR NATIONALLY RECOGNIZED OVERNIGHT EXPRESS
COURIER, POSTAGE PREPAID, OR BY FACSIMILE, OR (B) IF DELIVERED FROM OUTSIDE THE
UNITED STATES, BY INTERNATIONAL FEDERAL EXPRESS OR FACSIMILE, AND SHALL BE
DEEMED GIVEN (I) IF DELIVERED BY FIRST-CLASS REGISTERED OR CERTIFIED MAIL
DOMESTIC, THREE BUSINESS DAYS AFTER SO MAILED, (II) IF DELIVERED BY NATIONALLY
RECOGNIZED OVERNIGHT CARRIER, ONE