CASE OF AN UNDERWRITTEN PUBLIC
OFFERING, AT THE REQUEST OF ANY INVESTOR, THE COMPANY SHALL FURNISH, ON THE DATE
OF EFFECTIVENESS OF THE REGISTRATION STATEMENT (I) AN OPINION, DATED AS OF SUCH
DATE, FROM COUNSEL REPRESENTING THE COMPANY ADDRESSED TO ANY SUCH INVESTOR AND
IN FORM, SCOPE AND SUBSTANCE AS IS CUSTOMARILY GIVEN IN AN UNDERWRITTEN PUBLIC
OFFERING AND (II) A LETTER, DATED SUCH DATE, FROM THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS IN
8
FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE
UNDERWRITERS, IF ANY, AND ANY SUCH INVESTOR.
4.
OBLIGATIONS OF THE INVESTORS.
In connection with the registration of the Registrable Securities, each Investor
shall have the following obligations:
(A)
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO EFFECT THE REGISTRATION PURSUANT TO THIS AGREEMENT
WITH RESPECT TO THE REGISTRABLE SECURITIES OF A PARTICULAR INVESTOR THAT SUCH
INVESTOR SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE
REGISTRABLE SECURITIES HELD BY IT AND THE INTENDED METHOD OF DISPOSITION OF THE
REGISTRABLE SECURITIES HELD BY IT AS SHALL BE REASONABLY REQUIRED TO EFFECT THE
REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN
CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
AT
LEAST FIVE TRADING DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE OF THE
REGISTRATION STATEMENT, THE COMPANY SHALL NOTIFY EACH INVESTOR OF THE
INFORMATION THE COMPANY REQUIRES FROM EACH SUCH INVESTOR.
(B)
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE
OF THE REGISTRABLE SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS
REASONABLY REQUESTED BY THE COMPANY IN CONNECTION WITH THE PREPARATION AND
FILING OF ANY REGISTRATION STATEMENT REQUIRED TO BE FILED HEREUNDER, UNLESS SUCH
INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF SUCH INVESTOR'S ELECTION TO
EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE SECURITIES FROM SUCH REGISTRATION
STATEMENT.
(C)
UPON RECEIPT OF ANY NOTICE FROM THE COMPANY
OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(E), 3(F) OR
5(A) WITH RESPECT TO ANY REGISTRATION STATEMENT INCLUDING REGISTRABLE
SECURITIES, EACH INVESTOR SHALL IMMEDIATELY DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT UNTIL SUCH
INVESTOR'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS
CONTEMPLATED BY SECTIONS 3(E), 3(F) AND 5(A), AS APPLICABLE, AND, IF SO DIRECTED
BY THE COMPANY, SUCH INVESTOR SHALL DELIVER TO THE COMPANY (AT THE EXPENSE OF
THE COMPANY) OR DESTROY (AND DELIVER TO THE COMPANY A CERTIFICATE OF
DESTRUCTION) ALL COPIES IN SUCH INVESTOR'S POSSESSION OF THE PROSPECTUS COVERING
SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BUT
SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS, THE COMPANY SHALL CAUSE THE TRANSFER
AGENT FOR THE REGISTRABLE SECURITIES TO DELIVER UNLEGENDED SHARES OF COMMON
STOCK TO A TRANSFEREE OF AN INVESTOR IN ACCORDANCE WITH THE TERMS OF THE
PREFERRED STOCK IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH
RESPECT TO WHICH ANY SUCH