THE REGISTRABLE SECURITIES HELD BY THE HOLDER AND THE INTENDED METHOD OF
DISPOSITION OF SUCH SECURITIES AS SHALL BE REASONABLY REQUIRED TO EFFECT THE
REGISTRATION OF THE REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS AND
AGREEMENTS IN CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY
REQUEST.
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED FILING
DATE OF THE REGISTRATION STATEMENT, THE COMPANY SHALL NOTIFY THE HOLDER OF THE
INFORMATION THE COMPANY REQUIRES FROM HE, SHE OR IT (THE "REQUESTED
INFORMATION") IF HE, SHE OR IT ELECTS TO HAVE ANY OF ITS REGISTRABLE SECURITIES
INCLUDED IN THE REGISTRATION STATEMENT.
IF WITHIN THREE (3) BUSINESS DAYS OF
THE FILING DATE THE COMPANY HAS NOT RECEIVED THE REQUESTED INFORMATION FROM THE
HOLDER, THEN THE COMPANY MAY FILE THE REGISTRATION STATEMENT WITHOUT INCLUDING
REGISTRABLE SECURITIES OF THE HOLDER.
9
(II)
THE HOLDER, BY ITS, HIS OR HER ACCEPTANCE OF THE REGISTRABLE
SECURITIES, AGREES TO COOPERATE WITH THE COMPANY IN CONNECTION WITH THE
PREPARATION AND FILING OF ANY REGISTRATION STATEMENT HEREUNDER.
(III)
IN THE EVENT OF AN UNDERWRITTEN OFFERING, THE HOLDER AGREES TO ENTER
INTO AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND
CUSTOMARY FORM, INCLUDING, WITHOUT LIMITATION, CUSTOMARY INDEMNIFICATION AND
CONTRIBUTION OBLIGATIONS, WITH THE MANAGING UNDERWRITER OF SUCH OFFERING AND TO
TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO EXPEDITE OR
FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES, UNLESS THE HOLDER HAS
DECIDED NOT TO PARTICIPATE.
(IV)
THE HOLDER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY
OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 4.2(E), THE
HOLDER WILL IMMEDIATELY DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES
PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES
UNTIL ITS, HIS OR HER RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS CONTEMPLATED BY SECTION 4.2(E) AND, IF SO DIRECTED BY THE COMPANY,
THE HOLDER SHALL DELIVER TO THE COMPANY (AT THE EXPENSE OF THE COMPANY) OR
DESTROY (AND DELIVER TO THE COMPANY A CERTIFICATE OF SUCH DESTRUCTION) ALL
COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN ITS, HIS OR HER POSSESSION, OF
THE PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF
RECEIPT OF SUCH NOTICE.
(D)
EXPENSES OF REGISTRATION.
IN CONNECTION WITH ANY AND ALL
REGISTRATIONS PURSUANT TO ARTICLE IV, ALL EXPENSES OTHER THAN UNDERWRITING
DISCOUNTS AND COMMISSIONS INCURRED IN CONNECTION WITH REGISTRATION, FILINGS OR
QUALIFICATIONS, INCLUDING, WITHOUT LIMITATION, ALL REGISTRATION, LISTING, FILING
AND QUALIFICATION FEES, PRINTING AND ACCOUNTING FEES AND COSTS, THE FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY SHALL BE BORNE BY THE COMPANY.
(E)
INDEMNIFICATION.
IN THE EVENT ANY REGISTRABLE SECURITIES ARE
INCLUDED IN A REGISTRATION STATEMENT UNDER THIS DEBENTURE:
(I)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY AND HOLD
HARMLESS THE HOLDER (IN SUCH CAPACITY) AND ITS MEMBERS, MANAGERS, DIRECTORS,
OFFICERS AND/OR AGENTS, ANY UNDERWRITER (AS DEFINED IN THE SECURITIES ACT) FOR
THE HOLDER, AND EACH PERSON, IF ANY, WHO CONTROLS ANY SUCH UNDERWRITER WITHIN
THE MEANING OF SECTION