HOWEVER, THAT NO HOLDER SHALL BE
REQUIRED TO ENTER INTO ANY SUCH "LOCK UP" AGREEMENT UNLESS AND UNTIL ALL OF THE
COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS EXECUTE SUBSTANTIALLY SIMILAR "LOCK
UP" AGREEMENTS AND THE COMPANY USES COMMERCIALLY REASONABLE EFFORTS TO CAUSE
EACH HOLDER OF MORE THAN 5% OF ITS OUTSTANDING CAPITAL STOCK TO EXECUTE
SUBSTANTIALLY SIMILAR "LOCK UP" AGREEMENTS.
NEITHER THE COMPANY NOR THE
UNDERWRITER SHALL TERMINATE, MATERIALLY AMEND OR WAIVE THE ENFORCEMENT OF ANY
MATERIAL PROVISION UNDER A "LOCK UP" AGREEMENT UNLESS EACH "LOCK UP" AGREEMENT
WITH A HOLDER IS ALSO AMENDED OR WAIVED
5
IN A SIMILAR MANNER OR TERMINATED, AS THE CASE MAY BE.
THE COMPANY MAY IMPOSE
STOP-TRANSFER INSTRUCTIONS TO ENFORCE THE RESTRICTIONS IMPOSED BY THIS
SECTION 2.4.
2.5
REGISTRATION PROCEDURES.
THE COMPANY WILL USE ITS REASONABLE BEST
EFFORTS TO EFFECT THE REGISTRATION OF REGISTRABLE SECURITIES PURSUANT TO THIS
AGREEMENT IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION THEREOF, AND
PURSUANT THERETO THE COMPANY WILL AS EXPEDITIOUSLY AS POSSIBLE:
(A)
BEFORE FILING THE REGISTRATION STATEMENT OR ANY AMENDMENT OR SUPPLEMENT
THERETO, THE COMPANY WILL FURNISH TO ANY COUNSEL SELECTED BY THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES A COPY OF SUCH REGISTRATION STATEMENT,
AMENDMENT OR SUPPLEMENT AND ALLOW SUCH COUNSEL REASONABLE TIME TO REVIEW AND
COMMENT ON SUCH REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT PRIOR TO THE
FILING THEREOF AND WILL PROVIDE SUCH COUNSEL WITH ALL WRITTEN CORRESPONDENCE
WITH THE SEC REGARDING SUCH REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT;
(B)
PREPARE AND FILE WITH THE SEC THE REGISTRATION STATEMENT, AND SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE FOR THE PERIODS CONTEMPLATED BY THE COMPANY OR THE HOLDERS
REQUESTING ANY REGISTRATION STATEMENT FILED PURSUANT TO SECTION 2.3, AND IN
COMPLIANCE WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC AND THE TERMS OF
THIS AGREEMENT;
(C)
FURNISH TO EACH HOLDER SELLING SUCH REGISTRABLE SECURITIES SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO,
THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT (INCLUDING EACH
PRELIMINARY PROSPECTUS) AND SUCH OTHER DOCUMENTS AS SUCH SELLER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES
OWNED BY SUCH HOLDER;
(D)
USE ITS REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE
SECURITIES UNDER SUCH OTHER STATE SECURITIES OR "BLUE SKY" LAWS AS THE SELLING
HOLDERS SELLING SUCH REGISTRABLE SECURITIES REASONABLY REQUESTS AND DO ANY AND
ALL OTHER ACTS AND THINGS WHICH MAY BE REASONABLY NECESSARY OR REASONABLY
ADVISABLE TO ENABLE SUCH HOLDER TO CONSUMMATE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE REGISTRABLE SECURITIES OWNED BY SUCH HOLDER AND TO KEEP
EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE
DURING THE PERIOD WHICH THE REGISTRATION STATEMENT IS REQUIRED TO BE KEPT
EFFECTIVE (PROVIDED, THAT THE COMPANY WILL NOT BE REQUIRED TO (I) QUALIFY
GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE
REQUIRED TO QUALIFY BUT FOR THIS SUBPARAGRAPH, (II) SUBJECT