INVESTOR SHALL DELIVER TO THE COMPANY (AT THE EXPENSE OF THE
COMPANY) OR DESTROY (AND DELIVER TO THE COMPANY A CERTIFICATE OF DESTRUCTION)
ALL COPIES IN SUCH INVESTOR'S POSSESSION, OF THE PROSPECTUS COVERING SUCH
REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
(E)
NO INVESTOR MAY PARTICIPATE IN ANY UNDERWRITTEN DISTRIBUTION
HEREUNDER UNLESS SUCH INVESTOR (I) AGREES TO SELL SUCH INVESTOR'S REGISTRABLE
SECURITIES ON THE BASIS PROVIDED IN ANY UNDERWRITING ARRANGEMENTS IN USUAL AND
CUSTOMARY FORM ENTERED INTO BY THE COMPANY, (II) COMPLETES AND EXECUTES ALL
QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS AND
OTHER DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING
ARRANGEMENTS, (III) AGREES TO PAY ITS PRO RATA SHARE OF ALL UNDERWRITING
DISCOUNTS AND COMMISSIONS AND ANY EXPENSES IN EXCESS OF THOSE PAYABLE BY THE
COMPANY PURSUANT TO SECTION 5 BELOW, AND (IV) COMPLIES WITH ALL APPLICABLE LAWS
IN CONNECTION THEREWITH.
NOTWITHSTANDING ANYTHING IN THIS SECTION 4(E) TO THE
CONTRARY, THIS SECTION 4(E) IS NOT INTENDED TO LIMIT AN INVESTOR'S RIGHTS UNDER
SECTIONS 2(A) OR 3(B) HEREOF.
(F)
IN THE EVENT THAT IN THE REASONABLE JUDGMENT OF THE COMPANY, IT
IS ADVISABLE TO SUSPEND THE USE OF A PROSPECTUS INCLUDED IN THE REGISTRATION
STATEMENT DUE TO PENDING MATERIAL DEVELOPMENTS OR OTHER EVENTS WHICH HAVE NOT
YET BEEN PUBLICLY DISCLOSED AND AS TO WHICH THE COMPANY REASONABLY BELIEVES
PUBLIC DISCLOSURE WOULD BE DETRIMENTAL TO THE COMPANY, THE COMPANY SHALL NOTIFY
EACH INVESTOR TO SUCH EFFECT, AND, UPON RECEIPT OF SUCH NOTICE, EACH INVESTOR
SHALL IMMEDIATELY DISCONTINUE ANY SALES OF REGISTERABLE SECURITIES PURSUANT TO
THE REGISTRATION STATEMENT UNTIL THE INVESTORS RECEIVE COPIES OF A SUPPLEMENTAL
OR AMENDED PROSPECTUS OR UNTIL SUCH INVESTORS ARE ADVISED IN WRITING BY THE
COMPANY THAT THE THEN CURRENT PROSPECTUS MAY BE USED AND HAVE RECEIVED COPIES OF
ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE IN SUCH PROSPECTUS.
IN THE EVENT THAT ANY
8
SUCH BLACK-OUT OCCURS DURING THE PERIOD WHICH THE COMPANY IS REQUIRED TO CAUSE A
REGISTRATION STATEMENT TO REMAIN EFFECTIVE UNDER SECTION 3 ABOVE, SUCH A PERIOD
SHALL BE EXTENDED FOR THE NUMBER OF DAYS EQUAL TO THE DURATION OF SUCH
BLACK-OUT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE COMPANY SHALL
NOT EXERCISE ITS RIGHTS UNDER THIS SECTION 4(F) TO SUSPEND SALES OF REGISTERABLE
SECURITIES FOR MORE THAN A TOTAL OF 60 DAYS IN ANY 365-DAY PERIOD OR FOR MORE
THAN 15 CONSECUTIVE DAYS.
5.
EXPENSES OF REGISTRATION.
ALL REASONABLE EXPENSES INCURRED BY
THE COMPANY OR THE INVESTORS IN CONNECTION WITH REGISTRATIONS, FILINGS OR
QUALIFICATIONS PURSUANT TO SECTIONS 2 AND 3 ABOVE, INCLUDING, WITHOUT
LIMITATION, ALL REGISTRATION, LISTING AND QUALIFICATIONS FEES, PRINTERS AND
ACCOUNTING FEES, THE FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND THE
REASONABLY INCURRED FEES AND DISBURSEMENTS OF ONE COUNSEL SELECTED BY THE
INVESTORS (NOT TO EXCEED $5,000) BUT EXCLUDING ANY UNDERWRITING DISCOUNTS AND
SELLING COMMISSIONS, SHALL BE BORNE BY THE COMPANY.
THE COMPANY'S OBLIGATIONS
PURSUANT TO THIS SECTION 5 SHALL BE IN ADDITION TO THE COMPANY'S