DISPOSITION OF THE REGISTRABLE SECURITIES.
THE INVESTOR AGREES TO
PROVIDE SUCH INFORMATION REQUESTED IN CONNECTION WITH SUCH REGISTRATION WITHIN
FIVE (5) BUSINESS DAYS AFTER RECEIVING SUCH WRITTEN REQUEST AND THE COMPANY
SHALL NOT BE RESPONSIBLE FOR, OR INCUR ANY PENALTIES UNDER THIS AGREEMENT WITH
RESPECT TO, ANY DELAYS IN OBTAINING OR MAINTAINING THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT CAUSED BY THE INVESTOR'S FAILURE TO TIMELY PROVIDE SUCH
INFORMATION.
6
(I)
UPON RECEIPT OF A BLACKOUT NOTICE FROM THE COMPANY, THE INVESTOR
SHALL IMMEDIATELY DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO
THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES UNTIL (I) THE
COMPANY ADVISES THE INVESTOR THAT THE BLACKOUT PERIOD HAS TERMINATED AND
(II) THE INVESTOR RECEIVES COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS, IF
NECESSARY.
IF SO DIRECTED BY THE COMPANY, THE INVESTOR WILL DELIVER TO THE
COMPANY (AT THE EXPENSE OF THE COMPANY) OR DESTROY (AND DELIVER TO THE COMPANY A
CERTIFICATE OF DESTRUCTION) ALL COPIES IN THE INVESTOR'S POSSESSION (OTHER THAN
A LIMITED NUMBER OF FILE COPIES) OF THE PROSPECTUS COVERING SUCH REGISTRABLE
SECURITIES THAT IS CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
SECTION 2.2
REGISTRATION EXPENSES.
EXCEPT AS SET FORTH IN SECTION 10.1
OF THE PURCHASE AGREEMENT, THE COMPANY SHALL PAY ALL REGISTRATION EXPENSES
INCURRED IN CONNECTION WITH THE REGISTRATION STATEMENT (THE "REGISTRATION
EXPENSES"), INCLUDING, WITHOUT LIMITATION: (A) ALL REGISTRATION, FILING,
SECURITIES EXCHANGE LISTING AND FEES REQUIRED BY THE NASDAQ STOCK MARKET,
(B) ALL REGISTRATION, FILING, QUALIFICATION AND OTHER FEES AND EXPENSES OF
COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS (INCLUDING REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL IN CONNECTION WITH BLUE SKY QUALIFICATIONS OF THE
REGISTRABLE SECURITIES), (C) ALL OF THE COMPANY'S WORD PROCESSING, DUPLICATING,
PRINTING, MESSENGER AND DELIVERY EXPENSES, (D) THE COMPANY'S INTERNAL EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND
EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES), (E) THE FEES AND EXPENSES
INCURRED BY THE COMPANY IN CONNECTION WITH THE LISTING OF THE REGISTRABLE
SECURITIES, (F) REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND
CUSTOMARY FEES AND EXPENSES FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
RETAINED BY THE COMPANY (INCLUDING THE EXPENSES OF ANY SPECIAL AUDITS OR COMFORT
LETTERS OR COSTS ASSOCIATED WITH THE DELIVERY BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF SUCH SPECIAL AUDIT(S) OR COMFORT LETTER(S), (G) THE FEES AND
EXPENSES OF ANY SPECIAL EXPERTS RETAINED BY THE COMPANY IN CONNECTION WITH SUCH
REGISTRATION AND AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND
PROSPECTUS, AND (H) PREMIUMS AND OTHER COSTS OF THE COMPANY FOR POLICIES OF
INSURANCE AGAINST LIABILITIES OF THE COMPANY ARISING OUT OF ANY PUBLIC OFFERING
OF THE REGISTRABLE SECURITIES BEING REGISTERED, TO THE EXTENT THAT THE COMPANY
IN ITS DISCRETION ELECTS TO OBTAIN AND MAINTAIN SUCH INSURANCE.
ANY FEES AND
DISBURSEMENTS OF UNDERWRITERS, BROKER-DEALERS OR INVESTMENT BANKERS, INCLUDING
WITHOUT LIMITATION UNDERWRITING FEES, DISCOUNTS, TRANSFER TAXES OR COMMISSIONS,
AND ANY OTHER FEES OR EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) IF ANY,
ATTRIBUTABLE TO THE SALE OF REGISTRABLE SECURITIES, SHALL BE PAYABLE BY THE
HOLDERS OF REGISTRABLE SECURITIES