THE REASONS FOR THE
COMPANY AND THE HOLDER REACHING AN AGREEMENT AS TO SUCH AMOUNTS WAS THE
UNCERTAINTY AND COST OF LITIGATION REGARDING THE QUESTION OF ACTUAL DAMAGES, AND
(IV) THE COMPANY AND THE HOLDER ARE SOPHISTICATED BUSINESS PARTIES AND HAVE BEEN
REPRESENTED BY SOPHISTICATED AND ABLE LEGAL COUNSEL AND NEGOTIATED THIS
AGREEMENT AT ARM'S LENGTH.
3.
RELATED OBLIGATIONS.
(A)
THE COMPANY SHALL, NOT LESS THAN THREE (3) TRADING DAYS PRIOR TO
THE FILING OF EACH REGISTRATION STATEMENT AND NOT LESS THAN ONE (1) TRADING DAY
PRIOR TO THE FILING OF ANY RELATED AMENDMENTS AND SUPPLEMENTS TO ALL
REGISTRATION STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON FORM 10-K OR FORM 10-KSB),
FURNISH TO THE HOLDER COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH
DOCUMENTS (OTHER THAN THOSE INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE) WILL BE SUBJECT TO THE REASONABLE AND PROMPT REVIEW OF THE HOLDER,
THE COMPANY SHALL NOT FILE A REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR
ANY AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE HOLDER SHALL REASONABLY
OBJECT IN GOOD FAITH; PROVIDED THAT, THE COMPANY IS NOTIFIED OF SUCH OBJECTION
IN WRITING NO LATER THAN TWO (2) TRADING DAYS AFTER THE
HOLDER
HAS BEEN SO
FURNISHED COPIES OF A REGISTRATION STATEMENT.
(B)
THE COMPANY SHALL (I) PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424
PROMULGATED UNDER THE SECURITIES ACT, AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD,
AND PREPARE AND FILE WITH THE SEC SUCH ADDITIONAL REGISTRATION STATEMENTS IN
ORDER TO REGISTER FOR RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE
SECURITIES; (II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY
ANY REQUIRED PROSPECTUS SUPPLEMENT (SUBJECT TO THE 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 SEC WITH
RESPECT TO A REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS
REASONABLY POSSIBLE PROVIDE THE HOLDER TRUE AND COMPLETE COPIES OF ALL
CORRESPONDENCE FROM AND TO THE SEC RELATING TO A REGISTRATION STATEMENT
(PROVIDED THAT THE COMPANY MAY EXCISE ANY INFORMATION CONTAINED THEREIN WHICH
WOULD CONSTITUTE MATERIAL NON-PUBLIC INFORMATION AS TO THE HOLDER WHICH HAS NOT
EXECUTED A CONFIDENTIALITY AGREEMENT WITH THE COMPANY); AND (IV) COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL
REGISTRABLE SECURITIES OF THE COMPANY COVERED BY SUCH REGISTRATION STATEMENT
UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED
OF IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR
SELLERS THEREOF AS SET FORTH IN SUCH REGISTRATION STATEMENT.
IN THE CASE OF
AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE
FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS SECTION