THE COMPANY UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT; AND
(III)
FURNISH TO THE HOLDERS, SO LONG AS THE HOLDER OWNS ANY
REGISTRABLE SECURITIES, FORTHWITH UPON REQUEST BY THE MAJORITY HOLDERS, (I) A
WRITTEN STATEMENT AS TO ITS COMPLIANCE WITH THE REPORTING REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT AND OF THE EXCHANGE ACT, (II) A COPY OF THE MOST
RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND SUCH OTHER REPORTS AND
DOCUMENTS SO FILED BY THE COMPANY, AND (III) SUCH OTHER INFORMATION IN THE
POSSESSION OF OR REASONABLY OBTAINABLE BY THE COMPANY AS A HOLDER MAY REASONABLY
REQUEST IN AVAILING ITSELF OF ANY RULE OR REGULATION OF THE COMMISSION WHICH
PERMITS THE HOLDER TO SELL REGISTRABLE SECURITIES WITHOUT REGISTRATION OR
PURSUANT TO SUCH FORM.
9.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE AND SHALL BE OF
NO FURTHER FORCE OR EFFECT ON THE EARLIER OF (A) THE FIFTH (5TH) ANNIVERSARY OF
THE DATE HEREOF, OR (B) THAT DAY UPON WHICH A SINGLE HOLDER, TOGETHER WITH ITS
AFFILIATES, FAILS TO "BENEFICIALLY OWN" (AS SET FORTH IN RULE 13D-3 AND RULE
13D-5(B)(L) OF THE 1934 ACT) TEN PERCENT (10%) OR MORE OF THE SHARES OF COMMON
STOCK THEN OUTSTANDING.
10.
ASSIGNMENT.
(A)
THE RIGHTS TO CAUSE THE COMPANY TO REGISTER REGISTRABLE
SECURITIES PURSUANT TO THIS AGREEMENT MAY BE ASSIGNED, IN WHOLE OR IN PART, BY
THE INVESTOR (AT INVESTOR'S SOLE DISCRETION AND WITHOUT THE CONSENT OF THE
COMPANY) TO ONE OR MORE TRANSFEREES (A "SUBSEQUENT TRANSFEREE"); PROVIDED, THAT
TO PRESERVE AND MAINTAIN SUCH RIGHTS TO CAUSE THE COMPANY TO REGISTER
REGISTRABLE SECURITIES, ANY SUCH SUBSEQUENT TRANSFEREE MUST (I) DELIVER TO THE
COMPANY A WRITTEN INSTRUMENT BY WHICH SUCH SUBSEQUENT TRANSFEREE AGREES TO BE
BOUND BY THE OBLIGATIONS IMPOSED ON HOLDERS UNDER THIS AGREEMENT TO THE SAME
EXTENT AS IF SUCH SUBSEQUENT TRANSFEREE WAS A PARTY HERETO AND (II) DELIVER TO
THE COMPANY A WRITTEN INSTRUMENT SETTING FORTH FULL NOTICE AND CONTACT
INFORMATION FOR SUCH SUBSEQUENT TRANSFEREE, INCLUDING MAILING ADDRESS, EMAIL
ADDRESS, FACSIMILE NUMBER AND TELEPHONE NUMBER ("CONTACT INFORMATION");
PROVIDED, FURTHER, THAT ANY FURTHER ASSIGNMENT OF THIS AGREEMENT OR THE
REGISTRATION RIGHTS CONTAINED HEREIN BY SUCH SUBSEQUENT TRANSFEREE TO ANOTHER
TRANSFEREE SHALL REQUIRE THE PRIOR WRITTEN CONSENT OF THE COMPANY.
11
(B)
IN THE EVENT A SUBSEQUENT TRANSFEREE FAILS TO PROVIDE THE
COMPANY WITH THE CONTACT INFORMATION CONTEMPLATED BY SECTION 10(A), THE COMPANY
SHALL HAVE NO OBLIGATION TO PROVIDE SUCH SUBSEQUENT TRANSFEREE WITH ANY NOTICE,
INFORMATION, DOCUMENT OR DELIVERABLE TO BE MAILED OR DELIVERED TO HOLDERS
PURSUANT TO THIS AGREEMENT UNLESS THE COMPANY OTHERWISE HAS ACTUAL KNOWLEDGE OF
THE SUBSEQUENT TRANSFEREE'S NOTICE OR CONTACT INFORMATION.
11.
DELAY OF REGISTRATION.
NO HOLDER SHALL HAVE ANY RIGHT TO TAKE
ANY ACTION TO RESTRAIN, ENJOIN OR OTHERWISE DELAY ANY REGISTRATION AS THE RESULT
OF ANY CONTROVERSY THAT MIGHT ARISE WITH RESPECT TO THE INTERPRETATION OR
IMPLEMENTATION OF THIS AGREEMENT.
12.
AMENDMENT AND MODIFICATION; WAIVER.
THIS AGREEMENT MAY BE
AMENDED, MODIFIED OR SUPPLEMENTED, AND ANY PROVISION HEREIN MAY BE WAIVED, IN
ANY RESPECT ONLY