OF TIME IN EXCESS OF THIRTY (30) DAYS FROM THE
DATE OF THE MATERIAL EVENT OR OTHER OCCURRENCE OR STATE OF FACTS ON ACCOUNT OF
WHICH SUCH DEFERRAL PERIOD IS INSTITUTED, AND THE COMPANY SHALL INSTITUTE NO
MORE THAN ONE (1) DEFERRAL PERIOD IN THE AGGREGATE PURSUANT TO CLAUSE (B) OR
CLAUSE (C) ABOVE IN ANY CONSECUTIVE TWELVE (12) MONTH PERIOD.
SECTION 4.
HOLDER'S OBLIGATIONS.
THE HOLDER AGREES, BY ACQUISITION OF
THE REGISTRABLE SECURITIES, THAT IT SHALL NOT BE ENTITLED TO SELL ANY OF SUCH
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT OR TO RECEIVE A
PROSPECTUS RELATING THERETO, UNLESS THE HOLDER HAS FURNISHED THE COMPANY WITH
ALL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE THE INFORMATION
PREVIOUSLY FURNISHED TO THE COMPANY BY THE HOLDER NOT MISLEADING AND ANY OTHER
INFORMATION REGARDING THE HOLDER AND THE DISTRIBUTION OF SUCH REGISTRABLE
SECURITIES AS THE COMPANY MAY FROM TIME TO TIME REASONABLY REQUEST.
ANY SALE OF
ANY REGISTRABLE SECURITIES BY THE HOLDER SHALL CONSTITUTE A REPRESENTATION AND
WARRANTY BY THE HOLDER THAT THE INFORMATION RELATING TO THE HOLDER AND
5
ITS PLAN OF DISTRIBUTION IS AS SET FORTH IN THE PROSPECTUS DELIVERED BY THE
HOLDER IN CONNECTION WITH SUCH DISPOSITION, THAT SUCH PROSPECTUS DOES NOT AS OF
THE TIME OF SUCH SALE CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT RELATING
TO OR PROVIDED BY THE HOLDER OR RELATING TO ITS PLAN OF DISTRIBUTION AND THAT
SUCH PROSPECTUS DOES NOT AS OF THE TIME OF SUCH SALE OMIT TO STATE ANY MATERIAL
FACT RELATING TO OR PROVIDED BY THE HOLDER OR RELATING TO ITS PLAN OF
DISTRIBUTION NECESSARY TO MAKE THE STATEMENTS IN SUCH PROSPECTUS, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
SECTION 5.
REGISTRATION EXPENSES.
THE COMPANY SHALL BEAR ALL FEES AND
EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE BY THE COMPANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL
REGISTRATION AND FILING FEES, FEES WITH RESPECT TO FILINGS REQUIRED TO BE MADE
WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., FEES AND EXPENSES OF
COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS, PRINTING EXPENSES, MESSENGER,
TELEPHONE AND DISTRIBUTION EXPENSES ASSOCIATED WITH THE PREPARATION AND
DISTRIBUTION OF ANY REGISTRATION STATEMENT, ALL FEES AND EXPENSES ASSOCIATED
WITH THE LISTING OF ANY REGISTRABLE SECURITIES ON ANY SECURITIES EXCHANGE OR
EXCHANGES, THE FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ITS
ACCOUNTANTS, ANY UNDERWRITING FEES).
NOTWITHSTANDING THE PROVISIONS OF THIS
SECTION 5, THE SELLER OF REGISTRABLE SECURITIES SHALL PAY ALL UNDERWRITING FEES
AND EXPENSES, SELLING COMMISSIONS AND STOCK TRANSFER AND DOCUMENTARY STAMP
TAXES, IF ANY, APPLICABLE TO ANY REGISTRABLE SECURITIES REGISTERED AND SOLD BY
SUCH SELLER AND ALL REGISTRATION EXPENSES TO THE EXTENT THE COMPANY IS
PROHIBITED FROM PAYING SUCH EXPENSES UNDER APPLICABLE LAW.
SECTION 6.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE COMPANY SHALL INDEMNIFY AND
HOLD HARMLESS THE HOLDER AND EACH PERSON, IF ANY, WHO CONTROLS THE HOLDER
(WITHIN THE MEANING OF EITHER SECTION 15 OF THE SECURITIES ACT OR SECTION