CONTRIBUTE PURSUANT TO THIS SECTION 5(E) WILL BE LIMITED TO AN AMOUNT EQUAL TO
THE NET PROCEEDS TO SUCH HOLDER OF THE RESTRICTED SECURITIES SOLD PURSUANT TO
THE REGISTRATION STATEMENT WHICH GIVES RISE TO SUCH OBLIGATION TO CONTRIBUTE
(LESS THE AGGREGATE AMOUNT OF ANY DAMAGES WHICH THE HOLDER HAS OTHERWISE BEEN
REQUIRED TO PAY IN RESPECT OF SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION OR
ANY SUBSTANTIALLY SIMILAR LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION ARISING FROM
THE SALE OF SUCH RESTRICTED SECURITIES).
6.
PARTICIPATION IN UNDERWRITTEN
REGISTRATIONS.
(A)
NO HOLDER MAY PARTICIPATE IN ANY
REGISTRATION HEREUNDER THAT IS UNDERWRITTEN UNLESS SUCH HOLDER (I) AGREES TO
SELL ITS REGISTRABLE SECURITIES ON THE BASIS PROVIDED IN ANY UNDERWRITING
ARRANGEMENTS APPROVED BY THE PERSON OR PERSONS ENTITLED HEREUNDER TO APPROVE
SUCH ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION, PURSUANT TO THE TERMS OF ANY
OVER-ALLOTMENT OR "GREEN SHOE" OPTION REQUESTED BY THE MANAGING UNDERWRITER(S),
PROVIDED THAT NO HOLDER WILL BE REQUIRED TO SELL MORE THAN THE NUMBER OF
REGISTRABLE SECURITIES THAT SUCH HOLDER HAS REQUESTED THE COMPANY TO INCLUDE IN
ANY REGISTRATION), (II) COMPLETES AND EXECUTES ALL QUESTIONNAIRES, POWERS OF
ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS REASONABLY
REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING ARRANGEMENTS, AND (III) COOPERATES
WITH THE COMPANY'S REASONABLE REQUESTS IN CONNECTION WITH SUCH REGISTRATION OR
QUALIFICATION (IT BEING UNDERSTOOD THAT THE COMPANY'S FAILURE TO PERFORM ITS
OBLIGATIONS HEREUNDER, WHICH FAILURE IS CAUSED BY SUCH HOLDER'S FAILURE TO
COOPERATE, WILL NOT CONSTITUTE A BREACH BY THE COMPANY OF THIS AGREEMENT).
NOTWITHSTANDING THE FOREGOING, NO HOLDER WILL BE REQUIRED TO AGREE TO ANY
INDEMNIFICATION OBLIGATIONS ON THE PART OF SUCH HOLDER THAT ARE GREATER THAN ITS
OBLIGATIONS PURSUANT TO SECTION 5(B).
14
(B)
EACH HOLDER THAT IS PARTICIPATING IN ANY
REGISTRATION HEREUNDER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY
OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SUBSECTION (VI) OF
SECTION 3(A), SUCH HOLDER WILL FORTHWITH DISCONTINUE THE DISPOSITION OF ITS
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT UNTIL SUCH HOLDER
RECEIVES COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS AS CONTEMPLATED BY
SUBSECTION (VI) OF SECTION 3(A).
IN THE EVENT THE COMPANY GIVES ANY SUCH
NOTICE, THE APPLICABLE TIME PERIOD DURING WHICH A REGISTRATION STATEMENT IS TO
REMAIN EFFECTIVE PURSUANT TO THIS AGREEMENT WILL BE EXTENDED BY THE NUMBER OF
DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE
PURSUANT TO THIS SECTION 6(B) TO AND INCLUDING THE DATE WHEN EACH SELLER OF A
REGISTRABLE SECURITY COVERED BY SUCH REGISTRATION STATEMENT WILL HAVE RECEIVED
THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SUBSECTION
(VI) OF SECTION 3(A).
7.
RULE 144 AND 144A REPORTING.
(A)
WITH A VIEW TO MAKING AVAILABLE THE
BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE COMMISSION WHICH MAY PERMIT THE
SALE OF THE RESTRICTED SECURITIES TO THE PUBLIC WITHOUT REGISTRATION, THE
COMPANY AGREES TO:
(I)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE
AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE SECURITIES