OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
4.
OBLIGATIONS OF THE INVESTOR.
A.
AT LEAST SEVEN (7) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF A REGISTRATION STATEMENT AND AT LEASE FIVE (5) BUSINESS DAYS
PRIOR TO THE FILING OF ANY AMENDMENT OR SUPPLEMENT TO A REGISTRATION STATEMENT
OR PROSPECTUS, THE COMPANY SHALL NOTIFY THE INVESTOR IN WRITING OF THE
INFORMATION, IF ANY, THE COMPANY REQUIRES FROM EACH SUCH INVESTOR IF SUCH
INVESTOR ELECTS TO HAVE ANY OF SUCH INVESTOR'S REGISTRABLE SECURITIES INCLUDED
IN SUCH REGISTRATION STATEMENT OR, WITH RESPECT TO AN AMENDMENT OR A SUPPLEMENT,
IF SUCH INVESTOR'S REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION
STATEMENT (EACH AN "INFORMATION REQUEST"). PROVIDED THAT THE COMPANY SHALL HAVE
COMPLIED WITH ITS OBLIGATIONS SET FORTH IN THE PRECEDING SENTENCE, IT SHALL BE A
CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO COMPLETE THE
REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE REGISTRABLE
SECURITIES OF
A PARTICULAR INVESTOR THAT SUCH INVESTOR SHALL FURNISH TO THE COMPANY, IN
RESPONSE TO AN INFORMATION REQUEST, SUCH INFORMATION REGARDING ITSELF, THE
REGISTRABLE SECURITIES HELD BY IT AND THE INTENDED METHOD OF DISPOSITION OF THE
REGISTRABLE SECURITIES HELD BY IT AS SHALL BE REASONABLY REQUIRED TO EFFECT THE
REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN
CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
B.
THE INVESTOR AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY
REQUESTED BY THE COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF ANY
REGISTRATION STATEMENT IN WHICH ANY REGISTRABLE SECURITIES HELD BY SUCH INVESTOR
ARE BEING INCLUDED.
NO INVESTOR SHALL HAVE ANY RIGHT TO OBTAIN OR SEEK AN
INJUNCTION RESTRAINING OR OTHERWISE DELAYING ANY SUCH REGISTRATION AS THE RESULT
OF ANY CONTROVERSY THAT MIGHT ARISE WITH RESPECT TO THE INTERPRETATION OR
IMPLEMENTATION OF SECTIONS 2, 3 OR 10.
C.
THE INVESTOR AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(G) OR
THE FIRST SENTENCE OF SECTION 3(F) OR, IN THE CASE OF AN OFFERING PURSUANT TO
RULE 415, RECEIPT OF A SUSPENSION NOTICE, SUCH INVESTOR WILL PROMPTLY
DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION
STATEMENT(S) COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH INVESTOR'S RECEIPT
OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
SECTION 3(D) OR THE FIRST SENTENCE OF SECTION 3(F) OR RECEIPT OF NOTICE THAT NO
SUPPLEMENT OR AMENDMENT IS REQUIRED OR THAT THE BLACK OUT HAS ENDED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL CAUSE ITS TRANSFER
AGENT TO DELIVER UNLEGENDED SHARES OF COMMON STOCK TO A TRANSFEREE OF AN
INVESTOR IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT IN
CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH RESPECT TO WHICH AN
INVESTOR PROVIDES REASONABLE EVIDENCE THAT SUCH INVESTOR HAS ENTERED INTO A
CONTRACT FOR SALE PRIOR TO