THE FIRST EARNOUT
RESTRICTED SHARES AND MORE THAN ONE REGISTRATION STATEMENT WITH RESPECT TO THE
SECOND EARNOUT RESTRICTED SHARES, (II) ANY REGISTRATION STATEMENT DURING ANY
PERIOD IN WHICH ANY OTHER REGISTRATION STATEMENT (OTHER THAN ON FORM S-8
PROMULGATED UNDER THE SECURITIES ACT OR ANY SUCCESSOR FORMS THERETO) PURSUANT TO
WHICH PRIMARY SHARES ARE TO BE OR WERE SOLD HAS BEEN FILED AND NOT WITHDRAWN OR
HAS BEEN DECLARED EFFECTIVE WITHIN THE PRIOR 90 DAYS OR (III) ANY REGISTRATION
STATEMENT UNLESS SUCH REGISTRATION STATEMENT RELATES TO RESTRICTED SHARES HAVING
A MINIMUM AGGREGATE OFFERING PRICE OF $1.0 MILLION (BASED ON THE THEN-CURRENT
MARKET PRICE OR FAIR VALUE OF THE COMMON STOCK);
C.
THE CORPORATION IS ELIGIBLE TO USE FORM
S-3 PROMULGATED UNDER THE SECURITIES ACT OR ANY SUCCESSOR FORM THERETO;
D.
EACH HOLDER MAY ONLY INCLUDE ON EACH
REGISTRATION STATEMENT (I) UP TO 50% OF THE FIRST EARNOUT RESTRICTED SHARES
ISSUED TO SUCH HOLDER AND (II) UP TO 50% OF THE SECOND EARNOUT RESTRICTED SHARES
ISSUED TO SUCH HOLDER;
E.
THE CORPORATION MAY DELAY THE FILING OR
EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR SUSPEND THE SALE OF RESTRICTED
SHARES UNDER A REGISTRATION STATEMENT IF (I) THE CORPORATION IS ENGAGED, OR HAS
FIXED PLANS TO ENGAGE WITHIN 90 DAYS OF THE TIME OF SUCH REQUEST, IN A FIRM
COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF PRIMARY SHARES, OR (II) THERE IS
MATERIAL NON-PUBLIC INFORMATION REGARDING THE CORPORATION WHICH THE
CORPORATION'S BOARD OF DIRECTORS (THE "BOARD") REASONABLY DETERMINES NOT TO BE
IN THE CORPORATION'S BEST INTEREST TO DISCLOSE AND WHICH THE CORPORATION IS NOT
OTHERWISE REQUIRED TO DISCLOSE, OR (III) THERE IS A SIGNIFICANT BUSINESS
OPPORTUNITY (INCLUDING, BUT NOT LIMITED TO, THE ACQUISITION OR DISPOSITION OF
ASSETS (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS) OR ANY MERGER,
CONSOLIDATION, TENDER OFFER OR OTHER SIMILAR TRANSACTION) AVAILABLE TO THE
CORPORATION WHICH THE BOARD REASONABLY DETERMINES NOT TO BE IN THE CORPORATION'S
BEST INTEREST TO DISCLOSE AND WHICH THE CORPORATION WOULD BE REQUIRED TO
DISCLOSE UNDER THE REGISTRATION STATEMENT, OR (IV) THE CORPORATION REASONABLY
DETERMINES THAT SUCH REGISTRATION AND OFFERING WOULD INTERFERE WITH ANY MATERIAL
TRANSACTION INVOLVING THE CORPORATION, AS APPROVED BY THE BOARD OR WOULD IMPAIR
IN ANY MANNER THE REGISTRATION RIGHTS GRANTED TO HOLDERS OF OTHER SHARES PRIOR
TO THE DATE OF THIS AGREEMENT, OR (V) THE CORPORATION HAS RECEIVED NOTICE IN
CONNECTION WITH THE FILING OF A REGISTRATION STATEMENT ON BEHALF OF THE
HOLDER(S) OF OTHER SHARES (PROVIDED THAT IN THE CASE OF (V), THE HOLDERS SHALL
HAVE THE RIGHT TO INCLUDE THEIR FIRST EARNOUT RESTRICTED SHARES OR SECOND
EARNOUT RESTRICTED SHARES, AS APPLICABLE, ON SUCH A REGISTRATION IF AND TO THE
EXTENT PERMITTED BY THE TERMS GOVERNING THE REGISTRATION RIGHTS HELD BY THE
HOLDERS OF SUCH OTHER SHARES);
F.
WITH RESPECT TO ANY REGISTRATION
PURSUANT TO THIS AGREEMENT, THE CORPORATION SHALL GIVE NOTICE OF SUCH
REGISTRATION TO THE HOLDERS OF ALL OTHER SHARES WHICH ARE ENTITLED TO
REGISTRATION RIGHTS UNDER A WRITTEN AGREEMENT WITH THE CORPORATION THAT WOULD
PERMIT SUCH HOLDERS TO BE INCLUDED