PROTECTIVE ORDER OR OTHER REMEDY IS NOT
OBTAINED, OR THAT THE COMPANY WAIVES COMPLIANCE WITH THE PROVISIONS HEREOF, THE
INVESTOR AGREES TO FURNISH ONLY THAT PORTION OF THE MATERIAL CONFIDENTIAL
INFORMATION WHICH THE INVESTOR IS LEGALLY REQUIRED TO FURNISH AND, WHERE
APPROPRIATE, TO EXERCISE THE INVESTOR'S AND ITS AGENTS' REASONABLE EFFORTS TO
OBTAIN ASSURANCES THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED SUCH MATERIAL
CONFIDENTIAL INFORMATION.
THE INVESTOR FURTHER AGREES THAT IT WILL NOT ENGAGE
IN ANY OPEN MARKET SALES OR PURCHASES OF THE COMPANY'S COMMON STOCK, INCLUDING
THE SHARES, WHILE IT IS IN POSSESSION OF ANY MATERIAL CONFIDENTIAL INFORMATION.
5.
SURVIVAL OF REPRESENTATIONS, WARRANTIES
AND AGREEMENTS.
NOTWITHSTANDING ANY INVESTIGATION MADE BY ANY PARTY TO THIS
AGREEMENT, ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE
COMPANY AND THE INVESTOR HEREIN SHALL SURVIVE THE EXECUTION OF THIS AGREEMENT,
THE DELIVERY TO THE INVESTOR OF THE SHARES BEING PURCHASED AND THE PAYMENT
THEREFOR; PROVIDED HOWEVER THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN SHALL EXPIRE ON THE SECOND ANNIVERSARY OF THE CLOSING DATE.
6.
REGISTRATION OF THE SHARES; COMPLIANCE
WITH THE SECURITIES ACT.
6.1
REGISTRATION PROCEDURES AND EXPENSES.
(A) AT
ANYTIME AFTER THE CLOSING DATE AND PRIOR TO THE DATE THAT ALL OF THE INVESTOR'S
SHARES MAY BE RESOLD WITHOUT REGISTRATION PURSUANT TO RULE 144(K) OR ANY OTHER
RULE OF SIMILAR EFFECT, THE INVESTOR MAY REQUEST THAT THE COMPANY REGISTER ALL
OF THE INVESTOR'S SHARES FOR RESALE UNDER THE SECURITIES ACT BY DELIVERY OF A
WRITTEN NOTICE TO THE COMPANY (THE DATE OF RECEIPT OF SUCH NOTICE BY THE
COMPANY, THE "REQUEST DATE").
UPON RECEIPT OF SUCH WRITTEN REGISTRATION
REQUEST, THE COMPANY SHALL:
(I)
SUBJECT TO RECEIPT OF NECESSARY
INFORMATION FROM THE INVESTOR, PREPARE AND FILE WITH THE SEC, AS SOON AS
PRACTICABLE, BUT IN NO EVENT LATER THAN 30 BUSINESS DAYS AFTER THE REQUEST DATE,
A REGISTRATION STATEMENT ON FORM S-3 (EXCEPT IF THE COMPANY IS NOT THEN ELIGIBLE
TO REGISTER FOR RESALE THE SHARES ON FORM S-3, IN WHICH CASE SUCH REGISTRATION
SHALL BE ON ANOTHER APPROPRIATE FORM IN ACCORDANCE WITH THE SECURITIES ACT AND
THE RULES PROMULGATED THEREUNDER) (THE "REGISTRATION STATEMENT") TO ENABLE THE
RESALE OF THE SHARES BY THE INVESTOR FROM TIME TO TIME THROUGH THE AUTOMATED
QUOTATION SYSTEM OF THE NASDAQ STOCK MARKET OR IN PRIVATELY-NEGOTIATED
TRANSACTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE OBLIGATED TO HAVE
ANY SPECIAL AUDIT CONDUCTED OR FILE ANY REPORTS REQUIRED TO BE FILED BY IT UNDER
THE EXCHANGE ACT PRIOR TO THE TIME SUCH REPORTS WOULD OTHERWISE BE REQUIRED TO
BE FILED;
D-9
(II)
USE ITS COMMERCIALLY REASONABLE EFFORTS,
SUBJECT TO RECEIPT OF NECESSARY INFORMATION FROM THE INVESTORS, TO CAUSE THE
REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE THEREAFTER,
SUBJECT TO BACKLOG OR OTHER DELAY AT OR BY THE SEC, DELAY AT OR BY THE COMPANY'S
INDEPENDENT ACCOUNTANTS, OR DELAY CAUSED BY ANY OTHER MATTER BEYOND THE CONTROL
OF THE COMPANY;
(III)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO