ACT,
AT ALL TIMES FROM AND AFTER NINETY (90) DAYS FOLLOWING THE EFFECTIVE DATE OF THE
FIRST REGISTRATION UNDER THE SECURITIES ACT FILED BY THE COMPANY FOR AN OFFERING
OF ITS SECURITIES TO THE GENERAL PUBLIC, AND
(II)
FILE WITH THE COMMISSION IN A TIMELY MANNER
ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT
AND THE EXCHANGE ACT AT ANY TIME AFTER IT HAS BECOME SUBJECT TO SUCH REPORTING
REQUIREMENTS.
(B)
FOR PURPOSES OF FACILITATING SALES PURSUANT
TO RULE 144A, SO LONG AS THE COMPANY IS NOT SUBJECT TO THE REPORTING
REQUIREMENTS OF SECTION 13 OR 15(D) OF THE EXCHANGE ACT, EACH HOLDER AND ANY
PROSPECTIVE PURCHASER OF SUCH HOLDER'S SECURITIES WILL HAVE THE RIGHT TO OBTAIN
FROM THE COMPANY, UPON REQUEST OF THE HOLDER PRIOR TO THE TIME OF SALE, A COPY
OF THE DOCUMENTS AND INFORMATION DESCRIBED IN RULE 144A(D)(4) OF THE SECURITIES
ACT.
8.
LOCK-UP AGREEMENTS.
IN CONSIDERATION
FOR THE COMPANY AGREEING TO ITS OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER
AGREES IN CONNECTION WITH ANY UNDERWRITTEN REGISTRATION OF THE COMPANY'S
SECURITIES (WHETHER OR NOT SUCH HOLDER IS PARTICIPATING IN SUCH REGISTRATION)
UPON THE REQUEST OF THE COMPANY AND THE UNDERWRITERS MANAGING ANY UNDERWRITTEN
OFFERING OF THE COMPANY'S SECURITIES, NOT TO EFFECT (OTHER THAN PURSUANT TO SUCH
REGISTRATION) ANY PUBLIC SALE OR DISTRIBUTION OF REGISTRABLE SECURITIES,
INCLUDING, BUT NOT LIMITED TO, ANY SALE PURSUANT TO RULE 144 OR RULE 144A, OR
MAKE ANY
15
SHORT SALE OF, LOAN, GRANT ANY OPTION FOR THE PURCHASE OF, OR OTHERWISE DISPOSE
OF ANY REGISTRABLE SECURITIES, ANY OTHER EQUITY SECURITIES OF THE COMPANY OR ANY
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR ANY EQUITY
SECURITIES OF THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR
SUCH UNDERWRITERS, AS THE CASE MAY BE, FOR SUCH PERIOD OF TIME (NOT TO EXCEED
180 DAYS IN THE CASE OF THE COMPANY'S INITIAL PUBLIC OFFERING, OR 90 DAYS IN THE
CASE OF ANY OTHER OFFERING) FROM THE EFFECTIVE DATE OF SUCH REGISTRATION AS THE
COMPANY AND THE UNDERWRITERS MAY SPECIFY, SO LONG AS ALL HOLDERS OR STOCKHOLDERS
HOLDING MORE THAN ONE PERCENT (5%) OF THE OUTSTANDING SHARES OF COMMON STOCK AND
ALL OFFICERS AND DIRECTORS OF THE COMPANY ARE BOUND BY A COMPARABLE OBLIGATION;
PROVIDED, HOWEVER, THAT NOTHING HEREIN WILL PREVENT ANY HOLDER THAT IS A
PARTNERSHIP OR CORPORATION FROM MAKING A DISTRIBUTION OF REGISTRABLE SECURITIES
TO THE PARTNERS OR SHAREHOLDERS THEREOF THAT IS OTHERWISE IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS, SO LONG AS SUCH DISTRIBUTEES AGREE TO BE SO BOUND.
9.
TERM.
THIS AGREEMENT WILL BE EFFECTIVE
AS OF THE DATE HEREOF AND WILL CONTINUE IN EFFECT THEREAFTER UNTIL THE EARLIEST
OF (A) ITS TERMINATION BY THE CONSENT OF EACH OF THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS IN INTEREST, (B) THE DATE ON WHICH NO REGISTRABLE
SECURITIES REMAIN OUTSTANDING AND (C) THE DISSOLUTION, LIQUIDATION OR WINDING UP
OF THE COMPANY.
10.
DEFINED TERMS.
CAPITALIZED TERMS WHEN USED
IN THIS AGREEMENT HAVE THE FOLLOWING MEANINGS:
"AAA"