TO
TIME REASONABLY REQUEST IN WRITING. THE FURNISHING OF SUCH INFORMATION SHALL BE
A CONDITION TO THE INCLUSION OF THE SELLER'S SHARES IN SUCH REGISTRATION.
5.3
REGISTRATION EXPENSES. THE COMPANY SHALL PAY ALL EXPENSES ARISING
FROM OR INCIDENT TO ITS PERFORMANCE OF, OR COMPLIANCE WITH, THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, (I) SEC, STOCK EXCHANGE AND NASD REGISTRATION AND
FILING FEES, (II) ALL FEES AND EXPENSES INCURRED IN COMPLYING WITH SECURITIES OR
"BLUE SKY" LAWS (INCLUDING REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL
TO ANY UNDERWRITER INCURRED IN CONNECTION WITH "BLUE SKY" QUALIFICATIONS OF THE
REGISTRABLE SECURITIES AS MAY BE SET FORTH IN ANY UNDERWRITING AGREEMENT),
(III) ALL PRINTING, MESSENGER AND DELIVERY EXPENSES, (IV) THE FEES, CHARGES AND
EXPENSES OF THE HOLDERS' COUNSEL (INCLUDING WITHOUT LIMITATION THE FEES CHARGES
AND EXPENSES INCURRED IN CONNECTION WITH ANY AMENDMENTS TO A REGISTRATION
STATEMENT), BUT IN NO EVENT SHALL THE COMPANY BE REQUIRED TO PAY MORE THAN
$15,000 IN THE AGGREGATE FOR SUCH FEES, CHARGES AND EXPENSES, AND (V) THE FEES,
CHARGES AND EXPENSES OF COUNSEL TO THE COMPANY AND OF ITS INDEPENDENT PUBLIC
ACCOUNTANTS AND ANY OTHER ACCOUNTING FEES, CHARGES AND EXPENSES INCURRED BY THE
COMPANY (INCLUDING, WITHOUT LIMITATION, ANY EXPENSES ARISING FROM ANY "COLD
COMFORT" LETTERS OR ANY SPECIAL AUDITS INCIDENT TO OR REQUIRED BY ANY
REGISTRATION OR QUALIFICATION), REGARDLESS OF WHETHER SUCH REGISTRATION
STATEMENT IS DECLARED EFFECTIVE. ALL OF THE EXPENSES DESCRIBED IN THE PRECEDING
SENTENCE OF THIS SECTION 5.3 ARE REFERRED TO HEREIN AS "REGISTRATION EXPENSES."
THE DESIGNATED HOLDERS OF REGISTRABLE SECURITIES SOLD PURSUANT TO A REGISTRATION
STATEMENT SHALL BEAR THE EXPENSE OF ANY BROKER'S COMMISSION OR UNDERWRITER'S
DISCOUNT OR COMMISSION RELATING TO REGISTRATION AND SALE OF SUCH DESIGNATED
HOLDERS' REGISTRABLE SECURITIES.
5.4
NOTICE TO DISCONTINUE. EACH DESIGNATED HOLDER AGREES THAT, UPON
RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND
DESCRIBED IN CLAUSE (V) OF SECTION 5.1(E) AND SECTION 5.5 HEREOF, SUCH
DESIGNATED HOLDER SHALL FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE
SECURITIES UNTIL SUCH DESIGNATED HOLDER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 5.1(F) AND, IF SO
DIRECTED BY THE COMPANY, SUCH DESIGNATED HOLDER SHALL DELIVER TO THE COMPANY (AT
THE COMPANY'S EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN SUCH
DESIGNATED HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH REGISTRABLE
SECURITIES WHICH IS CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE. IF THE
COMPANY SHALL GIVE ANY SUCH NOTICE, THE COMPANY SHALL EXTEND THE PERIOD DURING
WHICH SUCH REGISTRATION STATEMENT SHALL BE MAINTAINED EFFECTIVE PURSUANT TO THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE PERIOD REFERRED TO IN
SECTION 5.1(B)) BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE
DATE OF
14
THE GIVING OF SUCH NOTICE PURSUANT TO CLAUSE (V) OF SECTION 5.1(E) TO AND
INCLUDING THE DATE WHEN SELLERS OF SUCH REGISTRABLE SECURITIES UNDER SUCH
REGISTRATION STATEMENT SHALL HAVE RECEIVED THE COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS CONTEMPLATED BY, AND