EXPIRATION OF
THE GRACE PERIOD, THE COMPANY SHALL AGAIN BE BOUND BY THE FIRST SENTENCE OF
SECTION 3(F) WITH RESPECT TO THE INFORMATION GIVING RISE THERETO UNLESS SUCH
MATERIAL, NON-PUBLIC INFORMATION IS NO LONGER APPLICABLE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY, THE COMPANY SHALL CAUSE ITS TRANSFER AGENT TO DELIVER
UNLEGENDED COMMON SHARES TO A TRANSFEREE OF AN INVESTOR IN ACCORDANCE WITH THE
TERMS OF THE SECURITIES PURCHASE AGREEMENTS IN CONNECTION WITH ANY SALE OF
REGISTRABLE SECURITIES WITH RESPECT TO WHICH AN INVESTOR HAS OTHERWISE COMPLIED
WITH THE REQUIREMENTS THEREIN AND ENTERED INTO A CONTRACT FOR SALE, AND
DELIVERED A COPY OF THE PROSPECTUS INCLUDED AS PART OF THE APPLICABLE
REGISTRATION STATEMENT, PRIOR TO THE INVESTOR'S RECEIPT OF THE NOTICE OF A GRACE
PERIOD AND FOR WHICH THE INVESTOR HAS NOT YET SETTLED.
(Q) IF THE COMPANY PROPOSES TO REGISTER ANY OF ITS STOCK OR OTHER SECURITIES
UNDER THE SECURITIES ACT IN CONNECTION WITH AN UNDERWRITTEN PUBLIC OFFERING OF
SUCH SECURITIES SOLELY FOR CASH OTHER THAN ON FORM S-8 OR SIMILAR FORM, THE
COMPANY SHALL, AT SUCH TIME, PROMPTLY GIVE EACH INVESTOR NOTICE OF SUCH
REGISTRATION.
UPON THE REQUEST OF EACH INVESTOR GIVEN WITHIN TWENTY (20) DAYS
AFTER SUCH NOTICE IS GIVEN BY THE COMPANY, THE COMPANY SHALL, SUBJECT TO THE
PROVISIONS OF SECTION 3(R), CAUSE TO BE REGISTERED ALL OF THE REGISTRABLE
SECURITIES THAT EACH SUCH INVESTOR HAS REQUESTED TO BE INCLUDED IN SUCH
REGISTRATION.
(R) IN THE EVENT OF AN UNDERWRITTEN PUBLIC OFFERING, ANY PARTICIPANT IN THE
OFFERING SHALL BE REQUIRED TO ENTER INTO AN UNDERWRITING AGREEMENT UNDER THE
TERMS AND CONDITIONS REASONABLY NEGOTIATED BETWEEN THE COMPANY AND THE MANAGING
UNDERWRITER.
ALL INVESTORS PROPOSING TO DISTRIBUTE THEIR SECURITIES THROUGH
SUCH UNDERWRITING SHALL (TOGETHER WITH THE COMPANY) ENTER INTO AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM WITH THE MANAGING UNDERWRITER SELECTED FOR SUCH
UNDERWRITING BY THE COMPANY.
NOTWITHSTANDING ANY OTHER PROVISION OF SECTION 3
HEREIN, IF THE MANAGING UNDERWRITER DETERMINES IN ITS REASONABLE DISCRETION THAT
THE SUCCESS OF THE OFFERING WILL BE JEOPARDIZED WITHOUT A LIMITATION ON THE
NUMBER OF SHARES TO BE UNDERWRITTEN, THE MANAGING UNDERWRITER MAY IN ITS
REASONABLE DISCRETION LIMIT THE REGISTRABLE SECURITIES OR OTHER SECURITIES TO BE
DISTRIBUTED THROUGH SUCH UNDERWRITING PRO RATA, AND IF NECESSARY, EXCLUDE ALL
SELLING STOCKHOLDERS, TO THE EXTENT THAT OTHER STOCKHOLDERS OF THE COMPANY THAT
HAVE REGISTRATION RIGHTS HAVE BEEN SIMILARLY LIMITED.
IF ANY INVESTOR
DISAPPROVES OF THE TERMS OF ANY SUCH UNDERWRITING, SUCH INVESTOR MAY ELECT TO
WITHDRAW THEREFROM BY WRITTEN NOTICE TO THE COMPANY AND THE MANAGING
UNDERWRITER.
4. OBLIGATIONS OF THE INVESTORS.
(A) AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE
OF A REGISTRATION STATEMENT, THE COMPANY SHALL NOTIFY EACH INVESTOR IN WRITING
OF THE INFORMATION 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.
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF
THE COMPANY TO COMPLETE THE REGISTRATION PURSUANT TO THIS AGREEMENT WITH
8
RESPECT