SELLER WILL DELIVER TO THE COMPANY (AT THE COMPANY'S EXPENSE) ALL
COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN SUCH SELLER'S POSSESSION, OF
THE PROSPECTUS COVERING SUCH REGISTRABLE COMMON STOCK CURRENT AT THE TIME OF
RECEIPT OF SUCH NOTICE; PROVIDED, HOWEVER, THAT SUCH POSTPONEMENT OF SALES OF
REGISTRABLE COMMON STOCK BY THE HOLDER SHALL NOT EXCEED ONE HUNDRED AND FIFTY
(150) DAYS IN THE AGGREGATE IN ANY ONE YEAR. IF THE COMPANY SHALL GIVE ANY
NOTICE TO SUSPEND THE DISPOSITION OF REGISTRABLE COMMON STOCK PURSUANT TO A
PROSPECTUS, THE COMPANY SHALL EXTEND THE PERIOD OF TIME DURING WHICH THE COMPANY
IS REQUIRED TO MAINTAIN THE REGISTRATION STATEMENT EFFECTIVE PURSUANT TO THIS
AGREEMENT BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING
12
THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE SUCH SELLER
EITHER IS ADVISED BY THE COMPANY THAT THE USE OF THE PROSPECTUS MAY BE RESUMED
OR RECEIVES THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
SECTION 6(A)(V) (A "BLACKOUT PERIOD"). IN ANY EVENT, THE COMPANY SHALL NOT BE
ENTITLED TO DELIVER MORE THAN FOUR (4) SUSPENSION NOTICES IN ANY ONE YEAR.
7.
REGISTRATION EXPENSES.
(A)
ALL EXPENSES INCIDENT TO THE COMPANY'S PERFORMANCE OF OR
COMPLIANCE WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL REGISTRATION
AND FILING FEES, FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY
LAWS, LISTING APPLICATION FEES, PRINTING EXPENSES, TRANSFER AGENT'S AND
REGISTRAR'S FEES, COST OF DISTRIBUTING PROSPECTUSES IN PRELIMINARY AND FINAL
FORM AS WELL AS ANY SUPPLEMENTS THERETO, AND FEES AND DISBURSEMENTS OF COUNSEL
FOR THE COMPANY AND ALL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND OTHER
PERSONS RETAINED BY THE COMPANY (ALL SUCH EXPENSES BEING HEREIN CALLED
"REGISTRATION EXPENSES") (BUT NOT INCLUDING ANY UNDERWRITING DISCOUNTS OR
COMMISSIONS ATTRIBUTABLE TO THE SALE OF REGISTRABLE COMMON STOCK OR FEES AND
EXPENSES OF MORE THAN ONE COUNSEL REPRESENTING THE HOLDER), SHALL BE BORNE BY
THE COMPANY. IN ADDITION, THE COMPANY SHALL PAY ITS INTERNAL EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND
EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL
AUDIT OR QUARTERLY REVIEW, THE EXPENSE OF ANY LIABILITY INSURANCE AND THE
EXPENSES AND FEES FOR LISTING THE SECURITIES TO BE REGISTERED ON EACH SECURITIES
EXCHANGE ON WHICH THEY ARE TO BE LISTED.
(B)
IN CONNECTION WITH ONE UNDERWRITTEN OFFERING INITIATED BY THE
HOLDER PURSUANT TO THE DEMAND REGISTRATION OR THE S-3 REGISTRATION, THE COMPANY
SHALL REIMBURSE THE HOLDER COVERED BY SUCH REGISTRATION OR SALE FOR THE
REASONABLE FEES AND DISBURSEMENTS OF ONE LAW FIRM CHOSEN BY THE HOLDER, SUBJECT
TO A MAXIMUM OF $15,000.
(C)
THE OBLIGATION OF THE COMPANY TO BEAR THE EXPENSES DESCRIBED IN
SECTION 7(A) AND TO REIMBURSE THE HOLDER FOR THE EXPENSES DESCRIBED IN
SECTION 7(B) SHALL APPLY IRRESPECTIVE OF WHETHER A REGISTRATION, ONCE PROPERLY
DEMANDED, IF APPLICABLE, BECOMES EFFECTIVE, IS WITHDRAWN OR SUSPENDED, IS
CONVERTED TO ANOTHER FORM OF REGISTRATION AND IRRESPECTIVE OF WHEN ANY OF THE
FOREGOING SHALL OCCUR; PROVIDED, HOWEVER, THAT REGISTRATION EXPENSES