EACH HOLDER AGREE THAT MONETARY
DAMAGES WOULD NOT PROVIDE ADEQUATE COMPENSATION FOR ANY LOSSES INCURRED BY
REASON OF A BREACH BY IT OF ANY OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY
FURTHER AGREES THAT, IN THE EVENT OF ANY ACTION FOR SPECIFIC PERFORMANCE IN
RESPECT OF SUCH BREACH, IT SHALL NOT ASSERT OR SHALL WAIVE THE DEFENSE THAT A
REMEDY AT LAW WOULD BE ADEQUATE.
(B)
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AS
SET FORTH ON SCHEDULE 6(B) ATTACHED HERETO OR IN CONNECTION WITH ISSUANCES
CONTEMPLATED BY CLAUSE (E) UNDER THE DEFINITION OF EXEMPT ISSUANCE IN THE
PURCHASE AGREEMENT, NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER
THAN THE HOLDERS IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE
COMPANY IN THE INITIAL REGISTRATION STATEMENT OTHER THAN THE REGISTRABLE
SECURITIES.
THE COMPANY SHALL NOT FILE ANY OTHER REGISTRATION STATEMENTS UNTIL
THE INITIAL REGISTRATION STATEMENT REQUIRED HEREUNDER IS DECLARED EFFECTIVE BY
THE COMMISSION, PROVIDED THAT THIS SECTION 6(B) SHALL NOT PROHIBIT THE COMPANY
FROM FILING AMENDMENTS TO REGISTRATION STATEMENTS FILED PRIOR TO THE DATE OF
THIS AGREEMENT.
12
(C)
COMPLIANCE.
EACH HOLDER COVENANTS AND
AGREES THAT IT WILL COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT AS APPLICABLE TO IT IN CONNECTION WITH SALES OF REGISTRABLE
SECURITIES PURSUANT TO A REGISTRATION STATEMENT.
(D)
DISCONTINUED DISPOSITION.
BY ITS
ACQUISITION OF REGISTRABLE SECURITIES, EACH HOLDER AGREES THAT, UPON RECEIPT OF
A NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED
IN SECTION 3(D), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH
REGISTRABLE SECURITIES UNDER A REGISTRATION STATEMENT UNTIL IT IS ADVISED IN
WRITING (THE "ADVICE") BY THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS
(AS IT MAY HAVE BEEN SUPPLEMENTED OR AMENDED) MAY BE RESUMED.
THE COMPANY WILL
USE ITS GOOD FAITH COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE USE OF THE
PROSPECTUS MAY BE RESUMED AS PROMPTLY AS IT PRACTICABLE.
THE COMPANY AGREES AND
ACKNOWLEDGES THAT ANY PERIODS DURING WHICH THE HOLDER IS REQUIRED TO DISCONTINUE
THE DISPOSITION OF THE REGISTRABLE SECURITIES HEREUNDER SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 2(B).
(E)
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME
DURING THE EFFECTIVENESS PERIOD THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT
COVERING ALL OF THE REGISTRABLE SECURITIES AND THE COMPANY SHALL DETERMINE TO
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT RELATING TO AN
OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT
OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS
PROMULGATED UNDER THE SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO
EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY
ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN CONNECTION WITH THE STOCK
OPTION OR OTHER EMPLOYEE BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH
HOLDER A WRITTEN NOTICE OF SUCH DETERMINATION AND, IF WITHIN FIFTEEN DAYS AFTER
THE DATE OF SUCH NOTICE, ANY SUCH HOLDER SHALL SO REQUEST IN WRITING, THE