REGISTRABLE SECURITIES.
THE
LIABILITY OF EACH HOLDER OF REGISTRABLE SECURITIES IN RESPECT OF ANY
INDEMNIFICATION OR CONTRIBUTION OBLIGATION OF SUCH HOLDER ARISING UNDER THIS
SECTION 8.4 SHALL NOT IN ANY EVENT EXCEED AN AMOUNT EQUAL TO THE NET PROCEEDS TO
SUCH HOLDER (AFTER DEDUCTION OF ALL UNDERWRITERS' DISCOUNTS AND
COMMISSIONS) FROM THE DISPOSITION OF THE REGISTRABLE SECURITIES DISPOSED OF BY
SUCH HOLDER PURSUANT TO SUCH REGISTRATION.
8.5.
REPORTS UNDER EXCHANGE ACT.
IN ORDER TO PROVIDE TO THE HOLDERS OF WARRANT
SHARES THE BENEFITS OF RULE 144 AND ANY OTHER RULE OR REGULATION OF THE
COMMISSION THAT MAY AT ANY TIME PERMIT ANY SUCH HOLDER TO SELL SECURITIES OF THE
COMPANY TO THE PUBLIC WITHOUT REGISTRATION, AND IN ORDER TO MAKE IT POSSIBLE FOR
THE HOLDERS OF WARRANT SHARES TO REGISTER THE SALE OF THE REGISTRABLE SECURITIES
PURSUANT TO A REGISTRATION ON FORM S-3 IF THE COMPANY IS THEN OTHERWISE ELIGIBLE
TO USE SUCH FORM, THE COMPANY AGREES TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144;
(B)
TAKE SUCH ACTION, INCLUDING THE REGISTRATION OF ITS COMMON STOCK
UNDER SECTION 12 OF THE EXCHANGE ACT, AS IS NECESSARY TO ENABLE THE HOLDERS OF
WARRANT SHARES TO UTILIZE FORM S-3 FOR THE RESALE OF THEIR
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REGISTRABLE SECURITIES (IGNORING, FOR THIS PURPOSE, THE PROVISIONS OF ITEMS
I.A.5 AND I.B.3 OF THE GENERAL INSTRUCTIONS THERETO);
(C)
FILE WITH THE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT;
AND
(D)
FURNISH TO ANY HOLDER OF WARRANT SHARES, SO LONG AS THE HOLDER
OWNS ANY REGISTRABLE SECURITIES, FORTHWITH UPON REQUEST (I) A WRITTEN STATEMENT
BY THE COMPANY THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144,
THE SECURITIES ACT AND THE EXCHANGE ACT, OR THAT IT QUALIFIES AS A REGISTRANT
WHOSE SECURITIES MAY BE RESOLD IN A SECONDARY OFFERING PURSUANT TO FORM S-3;
(II) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY FILED
WITH THE COMMISSION AND SUCH OTHER REPORTS AND DOCUMENTS SO FILED BY THE
COMPANY; AND (III) SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED IN
AVAILING ANY HOLDER OF SHARES ANY RULE OR REGULATION OF THE COMMISSION WHICH
PERMITS THE SELLING OF ANY SUCH SECURITIES WITHOUT REGISTRATION OR PURSUANT TO
SUCH FORM.
SECTION 9.
DEFINITIONS.
FOR THE PURPOSES OF THIS AGREEMENT, THE FOLLOWING
TERMS HAVE THE MEANINGS BELOW:
"Additional Common Shares" shall mean, subject to Section 7.4.8 hereof, all
shares of Common Stock (including treasury shares) issued or sold (or, pursuant
to Section 7.4.4 or 7.4.5 hereof, deemed to be issued) by the Company after the
date hereof, whether or not subsequently reacquired or retired by the Company,
other than (i) shares of Common Stock issued or issuable upon conversion,
exercise or exchange of the Warrants; and (ii) Excluded Issuances.
"Affiliate" shall mean, with respect to the Company or any of its Subsidiaries
(or any other specified Person), any other Person