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TO MAKING AVAILABLE TO THE HOLDERS THE BENEFITS OF RULE 144 PROMULGATED UNDER
THE ACT AND ANY OTHER RULE OR REGULATION OF THE SEC THAT MAY AT ANY TIME PERMIT
A HOLDER TO SELL SECURITIES OF THE COMPANY TO THE PUBLIC WITHOUT REGISTRATION OR
PURSUANT TO A REGISTRATION ON FORM S-3, THE COMPANY AGREES TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE ACT, AT ALL TIMES AFTER NINETY (90)
DAYS AFTER THE EFFECTIVE DATE OF THE FIRST REGISTRATION STATEMENT FILED BY THE
COMPANY FOR THE OFFERING OF ITS SECURITIES TO THE GENERAL PUBLIC;
(B)
USE ITS BEST EFFORTS TO FILE WITH THE SEC IN A TIMELY MANNER ALL
REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE ACT AND THE 1934
ACT; AND
(C)
FURNISH TO ANY HOLDER, SO LONG AS THE HOLDER OWNS ANY REGISTRABLE
SECURITIES, FORTHWITH UPON REQUEST (I) A WRITTEN STATEMENT BY THE COMPANY THAT
IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144 UNDER THE ACT (AT
ANY TIME AFTER NINETY (90) DAYS AFTER THE EFFECTIVE DATE OF THE FIRST
REGISTRATION STATEMENT FILED BY THE COMPANY), THE ACT AND THE 1934 ACT (AT ANY
TIME AFTER IT HAS BECOME SUBJECT TO SUCH REPORTING REQUIREMENTS) OR THAT IT
QUALIFIES AS A REGISTRANT WHOSE SECURITIES MAY BE RESOLD PURSUANT TO FORM S-3
(AT ANY TIME AFTER IT SO QUALIFIES), (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, AND (III) SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED IN
AVAILING ANY HOLDER OF ANY RULE OR REGULATION OF THE SEC WHICH PERMITS THE
SELLING OF ANY SUCH SECURITIES WITHOUT REGISTRATION OR PURSUANT TO SUCH FORM.
1.10.
ASSIGNMENT OF REGISTRATION RIGHTS.
THE RIGHTS TO CAUSE THE
COMPANY TO REGISTER REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 1 MAY BE
ASSIGNED (BUT ONLY WITH ALL RELATED OBLIGATIONS) BY A HOLDER TO (I) ANY FAMILY
MEMBER OR FAMILY TRUST OR SIMILAR ENTITY FOR THE BENEFIT OF ANY HOLDER WHO IS AN
INDIVIDUAL (OR SUCH HOLDER'S FAMILY MEMBER) AND (II) A TRANSFEREE OR ASSIGNEE OF
SUCH SECURITIES WHO, AFTER SUCH ASSIGNMENT OR TRANSFER, HOLDS AT LEAST 250,000
SHARES OF REGISTRABLE SECURITIES (SUBJECT TO APPROPRIATE ADJUSTMENT FOR STOCK
SPLITS, STOCK DIVIDENDS, COMBINATIONS AND OTHER RECAPITALIZATIONS), PROVIDED:
(A) THE COMPANY IS, WITHIN A REASONABLE TIME AFTER SUCH TRANSFER, FURNISHED WITH
WRITTEN NOTICE OF THE NAME AND ADDRESS OF SUCH TRANSFEREE OR ASSIGNEE AND THE
SECURITIES WITH RESPECT TO WHICH SUCH REGISTRATION RIGHTS ARE BEING ASSIGNED;
AND (B) SUCH TRANSFEREE OR ASSIGNEE AGREES IN WRITING TO BE BOUND BY AND SUBJECT
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE
PROVISIONS OF SECTION 1.11 BELOW BY EXECUTING AN INSTRUMENT OF ACCESSION IN THE
FORM OF SCHEDULE B HERETO.
FOR THE PURPOSES OF DETERMINING THE NUMBER OF SHARES
OF REGISTRABLE SECURITIES HELD BY A
9
TRANSFEREE OR ASSIGNEE, THE HOLDINGS OF TRANSFEREES