THE COMPANY AND
ITS STOCKHOLDERS FOR SUCH REGISTRATION STATEMENT TO BE FILED AND IT IS THEREFORE
ESSENTIAL TO DEFER THE FILING OF SUCH REGISTRATION STATEMENT.
THE COMPANY SHALL
HAVE THE RIGHT TO DEFER SUCH FILING OR MAINTENANCE OF EFFECTIVENESS FOR A PERIOD
OF NOT MORE THAN 120 DAYS IN ANY 365 DAY PERIOD.
9
4.
OBLIGATIONS OF THE INVESTORS.
(A)
AT LEAST TEN (10) 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 REASONABLY 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 RESPECT TO THE REGISTRABLE SECURITIES OF A
PARTICULAR INVESTOR THAT SUCH INVESTOR SHALL FURNISH TO THE COMPANY 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)
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE OF THE REGISTRABLE
SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF ANY REGISTRATION
STATEMENT HEREUNDER, UNLESS SUCH INVESTOR NO LONGER HOLDS ANY REGISTRABLE
SECURITIES OR HAS NOTIFIED THE COMPANY IN WRITING OF SUCH INVESTOR'S ELECTION TO
EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE SECURITIES FROM SUCH REGISTRATION
STATEMENT.
(C)
EACH 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), SUCH INVESTOR WILL IMMEDIATELY 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(G) OR THE FIRST SENTENCE OF SECTION 3(F) OR RECEIPT OF NOTICE THAT NO
SUPPLEMENT OR AMENDMENT IS REQUIRED AND, IF SO DIRECTED BY THE COMPANY, SUCH
INVESTOR SHALL DELIVER TO THE COMPANY, OR DESTROY ALL COPIES IN SUCH INVESTOR'S
POSSESSION, ANY PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE
TIME OF RECEIPT OF SUCH NOTICE.
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 STOCK
PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH
RESPECT TO WHICH AN INVESTOR HAS ENTERED INTO A CONTRACT FOR SALE PRIOR TO THE
INVESTOR'S RECEIPT OF A 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) AND FOR
WHICH THE INVESTOR HAS NOT YET SETTLED.
5.
EXPENSES OF REGISTRATION.
All reasonable expenses, other than underwriting