THE 1934 ACT,
(II) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND
SUCH OTHER REPORTS AND DOCUMENTS SO FILED BY THE COMPANY (OR INFORMATION
REGARDING THE LOCATIONS THEREOF ON THE SEC'S EDGAR FILING SYSTEM OR SUCCESSOR
THERETO), AND (III) SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED TO
PERMIT THE INVESTOR TO SELL SUCH SECURITIES PURSUANT TO RULE 144 WITHOUT
REGISTRATION.
THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 8 SHALL CONTINUE FOR A PERIOD
OF TWELVE (12) MONTHS FOLLOWING THE CLOSING DATE; PROVIDED THAT IF, AS OF THE
CLOSING DATE, SUCH INVESTOR IS, OR PURSUANT TO THE RIGHTS OFFERING BECOMES, AN
AFFILIATE (AS DEFINED IN RULE 144) OF THE COMPANY, THEN SUCH PERIOD SHALL BE
EXTENDED TO TWENTY-FOUR (24) MONTHS.
IN NO EVENT SHALL THE COMPANY BE REQUIRED
TO COMPLY WITH THIS SECTION 8 IF IT CEASES TO MAINTAIN THE REGISTRATION OF ITS
COMMON STOCK UNDER THE 1933 ACT AS A RESULT OF A "GOING PRIVATE" TRANSACTION
APPROVED BY THE COMPANY'S SHAREHOLDERS.
9.
ASSIGNMENT OF REGISTRATION RIGHTS.
The rights and obligations under this Agreement shall not be assignable directly
or indirectly whether by operation of law, merger or sale of substantially all
the assets or stock of the Company or Investor.
10.
LIMITATIONS ON REGISTRATION RIGHTS.
A.
SUSPENSION OF TRADING.
AT ANY TIME AFTER THE REGISTRABLE
SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT, THE COMPANY MAY
DELIVER TO THE HOLDERS OF SUCH REGISTRABLE SECURITIES A CERTIFICATE (THE
"SUSPENSION CERTIFICATE") APPROVED BY THE CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER OF THE COMPANY AND SIGNED BY AN OFFICER OF THE COMPANY STATING
THAT THE BOARD OF DIRECTORS OF THE COMPANY IN GOOD FAITH REASONABLY BELIEVES
THAT THE EFFECTIVENESS OF AND SALES OF REGISTRABLE SECURITIES UNDER THE
REGISTRATION STATEMENT WOULD: (I) MATERIALLY INTERFERE WITH ANY TRANSACTION THAT
WOULD REQUIRE THE COMPANY TO PREPARE FINANCIAL STATEMENTS UNDER THE SECURITIES
ACT THAT THE COMPANY WOULD OTHERWISE NOT BE REQUIRED TO PREPARE IN ORDER TO
COMPLY WITH ITS OBLIGATIONS UNDER THE EXCHANGE ACT, OR (II) REQUIRE PUBLIC
DISCLOSURE OF A MATERIAL TRANSACTION OR EVENT PRIOR TO THE TIME SUCH DISCLOSURE
MIGHT OTHERWISE BE REQUIRED.
UPON RECEIPT OF A SUSPENSION CERTIFICATE BY THE
INVESTOR, IT SHALL REFRAIN FROM SELLING OR OTHERWISE TRANSFERRING OR DISPOSING
OF ANY REGISTRABLE SECURITIES THEN HELD FOR A SPECIFIED PERIOD OF TIME (A
"SUSPENSION PERIOD") NOT TO EXCEED TWENTY (20) CALENDAR DAYS.
THE REGISTRATION
PERIOD OR EXTENDED REGISTRATION PERIOD SHALL BE AUTOMATICALLY EXTENDED BY THE
NUMBER OF DAYS THAT ELAPSE DURING ANY SUSPENSION PERIOD.
B.
DISCONTINUED DISPOSITION.
BY ITS ACQUISITION OF REGISTRABLE
SECURITIES, THE INVESTOR AGREES THAT, UPON RECEIPT OF A NOTICE FROM THE COMPANY
OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(U)(II)-(VI),
THE INVESTOR WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH REGISTRABLE
SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL IT IS ADVISED IN WRITING BY
THE COMPANY, BUT IN NO EVENT MORE THAN TWENTY (20) CALENDAR DAYS, THAT THE USE
OF THE APPLICABLE PROSPECTUS (AS IT MAY HAVE BEEN