TO COMPLETE THE
REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE REGISTRABLE
SECURITIES OF A PARTICULAR INVESTOR THAT SUCH INVESTOR SHALL FURNISH TO THE
COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY IT
AND THE INTENDED METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY IT
AS SHALL BE REASONABLY REQUIRED TO EFFECT THE EFFECTIVENESS OF THE REGISTRATION
OF SUCH REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION
WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
(B)
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE
OF THE REGISTRABLE SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS
REASONABLY REQUESTED BY THE COMPANY IN CONNECTION WITH THE PREPARATION AND
FILING OF ANY REGISTRATION STATEMENT HEREUNDER, UNLESS SUCH
10
INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF SUCH INVESTOR'S ELECTION TO
EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE SECURITIES FROM SUCH REGISTRATION
STATEMENT.
(C)
EACH INVESTOR AGREES THAT, UPON RECEIPT OF
ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED
IN SECTION 3(G) OR THE FIRST SENTENCE OF 3(F), SUCH INVESTOR WILL IMMEDIATELY
DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION
STATEMENT(S) COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH INVESTOR'S RECEIPT
OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION
3(G) OR THE FIRST SENTENCE OF 3(F) OR RECEIPT OF NOTICE THAT NO SUPPLEMENT OR
AMENDMENT IS REQUIRED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY
SHALL CAUSE ITS TRANSFER AGENT TO DELIVER UNLEGENDED SHARES OF COMMON STOCK TO A
TRANSFEREE OF AN INVESTOR IN ACCORDANCE WITH THE TERMS OF THE SECURITIES
PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH
RESPECT TO WHICH AN INVESTOR HAS ENTERED INTO A CONTRACT FOR SALE PRIOR TO THE
INVESTOR'S RECEIPT OF A NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF
THE KIND DESCRIBED IN SECTION 3(G) OR THE FIRST SENTENCE OF 3(F) AND FOR WHICH
THE INVESTOR HAS NOT YET SETTLED.
(D)
TO THE EXTENT REQUIRED BY APPLICABLE LAW,
EACH INVESTOR SHALL PROMPTLY NOTIFY THE COMPANY OF ANY CHANGE IN ANY INFORMATION
REGARDING SUCH INVESTOR FURNISHED BY SUCH INVESTOR TO THE COMPANY FOR INCLUSION
IN A REGISTRATION STATEMENT.
EACH INVESTOR COVENANTS AND AGREES THAT IT WILL
COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AS APPLICABLE
TO IT IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT.
5.
EXPENSES OF REGISTRATION.
All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company shall be paid by the Company.
The Company shall also
reimburse the Investors for the fees and disbursements of Legal Counsel in
connection with registration, filing or qualification pursuant to Sections 2 and
3 of this Agreement which amount shall be limited to $10,000.
6.
INDEMNIFICATION.
In the event any Registrable Securities are included in a Registration Statement