TO
SUCH REGISTRATION STATEMENT OR PROSPECTUS, INCLUDING PRE- AND POST-EFFECTIVE
AMENDMENTS, ALL EXHIBITS THERETO AND ALL MATERIAL INCORPORATED BY REFERENCE OR
DEEMED TO BE INCORPORATED BY REFERENCE, IF ANY, IN SUCH REGISTRATION STATEMENT,
A "SUBSEQUENT SHELF REGISTRATION STATEMENT") COVERING SUCH ADDITIONAL SHARES ON
BEHALF OF THE HOLDERS THEREOF IN THE SAME MANNER, AND SUBJECT TO THE SAME
PROVISIONS IN THIS AGREEMENT AS THE RESALE SHELF REGISTRATION STATEMENT OR
(B) FILE A SUPPLEMENT TO THE RESALE SHELF REGISTRATION STATEMENT TO INCLUDE
THEREIN AND COVER SUCH ADDITIONAL SHARES ON BEHALF OF THE HOLDERS.
4.
HOLDER'S OBLIGATIONS.
IN CONNECTION
WITH THE REGISTRATION OF THE REGISTRABLE SECURITIES, EACH HOLDER SHALL HAVE THE
FOLLOWING OBLIGATIONS:
(A)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE
COMPANY TO COMPLETE EACH REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO
THE REGISTRABLE SHARES THAT EACH HOLDER SHALL HAVE FURNISHED TO THE COMPANY SUCH
INFORMATION REGARDING ITSELF, THE REGISTRABLE SHARES HELD BY IT AND THE INTENDED
METHOD OF DISPOSITION OF THE REGISTRABLE SHARES HELD BY IT AS SHALL BE
REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH REGISTRABLE SHARES AND
7
SHALL EXECUTE SUCH QUESTIONNAIRES ADDRESSING THESE MATTERS IN CONNECTION WITH A
REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
AT LEAST FIVE (5) BUSINESS
DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE OF ANY REGISTRATION STATEMENT
(AND ANY OTHER AMENDMENTS) HEREUNDER, THE COMPANY SHALL NOTIFY EACH HOLDER OF
THE INFORMATION THE COMPANY REQUIRES FROM EACH SUCH HOLDER.
(B)
EACH HOLDER AGREES THAT, UPON RECEIPT OF ANY SUSPENSION NOTICE,
SUCH HOLDER WILL IMMEDIATELY DISCONTINUE DISPOSITION OF REGISTRABLE SHARES
PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SHARES UNTIL
SUCH HOLDER'S RECEIPT OF THE END OF SUSPENSION NOTICE AND, IF SO DIRECTED BY THE
COMPANY, SUCH HOLDER SHALL DELIVER TO THE COMPANY (AT THE EXPENSE OF THE
COMPANY) OR DESTROY ALL COPIES IN SUCH HOLDER'S POSSESSION, OF THE PROSPECTUS
COVERING SUCH REGISTRABLE SHARES CURRENT AT THE TIME OF RECEIPT OF THE
SUSPENSION NOTICE.
(C)
IN THE EVENT HOLDER(S) HOLDING A MAJORITY-IN-INTEREST OF THE
REGISTRABLE SHARES BEING REGISTERED DETERMINE TO ENGAGE THE SERVICES OF AN
UNDERWRITER, EACH HOLDER AGREES TO ENTER INTO AND PERFORM SUCH HOLDER'S
OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY FORM FOR
SECONDARY OFFERINGS, AT THE TIME OF EXECUTION, INCLUDING, WITHOUT LIMITATION,
INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS CUSTOMARY FOR SELLING SECURITY
HOLDERS, AND TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO
EXPEDITE OR FACILITATE THE DISPOSITION OF THE REGISTRABLE SHARES, UNLESS SUCH
HOLDER HAS NOTIFIED THE COMPANY IN WRITING OF SUCH HOLDER'S ELECTION TO EXCLUDE
ALL OF SUCH HOLDER'S REGISTRABLE SHARES FROM SUCH REGISTRATION STATEMENT.
(D)
NO HOLDER MAY PARTICIPATE IN ANY UNDERWRITTEN REGISTRATION
HEREUNDER UNLESS SUCH HOLDER (I) AGREES TO SELL SUCH HOLDER'S REGISTRABLE SHARES
ON THE BASIS PROVIDED IN ANY UNDERWRITING ARRANGEMENTS ENTERED INTO BY THE
COMPANY, IN USUAL AND CUSTOMARY FORM, (II) COMPLETES AND EXECUTES ALL
QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS AND
OTHER DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING
ARRANGEMENTS, AND (III) AGREES TO