OF THE AMOUNT BY WHICH THE
PROCEEDS ACTUALLY RECEIVED BY SUCH HOLDER FROM THE SALE OF THE REGISTRABLE
SECURITIES SUBJECT TO THE PROCEEDING EXCEEDS THE AMOUNT OF ANY DAMAGES THAT SUCH
HOLDER HAS OTHERWISE BEEN REQUIRED TO PAY BY REASON OF SUCH UNTRUE OR ALLEGED
UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION. NO PERSON GUILTY OF FRAUDULENT
MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE SECURITIES ACT)
SHALL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS NOT GUILTY OF
12
SUCH FRAUDULENT MISREPRESENTATION.
(III)
THE INDEMNITY AND CONTRIBUTION AGREEMENTS CONTAINED IN THIS
SECTION ARE IN ADDITION TO ANY LIABILITY THAT THE INDEMNIFYING PARTIES MAY HAVE
TO THE INDEMNIFIED PARTIES AND ARE NOT IN DIMINUTION OR LIMITATION OF THE
INDEMNIFICATION PROVISIONS UNDER THE PURCHASE AGREEMENT.
6.
MISCELLANEOUS.
(A)
REMEDIES.
IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS
PROVIDED HEREIN OR GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES, EACH HOLDER
WILL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE UNDER THIS AGREEMENT.
THE PARTIES
AGREE THAT MONETARY DAMAGES MAY NOT BE ADEQUATE COMPENSATION FOR ANY LOSS
INCURRED BY REASON OF ANY BREACH OF THE COMPANY'S OBLIGATIONS CONTAINED IN THIS
AGREEMENT AND THE COMPANY HEREBY AGREES TO WAIVE AND NOT TO ASSERT IN ANY ACTION
FOR SPECIFIC PERFORMANCE OF ANY SUCH OBLIGATION THE DEFENSE THAT A REMEDY AT LAW
WOULD BE ADEQUATE.
(B)
REPORTS.
WITH A VIEW TO MAKING AVAILABLE TO THE HOLDERS THE BENEFITS
OF RULE 144 OR ANY OTHER SIMILAR RULE OR REGULATION OF THE COMMISSION THAT MAY
AT ANY TIME PERMIT THE HOLDERS TO SELL SECURITIES OF THE COMPANY TO THE PUBLIC
WITHOUT REGISTRATION, THE COMPANY AGREES, FROM THE DATE HEREOF UNTIL THE END OF
THE EFFECTIVENESS PERIOD, TO (I) MAKE AND KEEP CURRENT PUBLIC INFORMATION
AVAILABLE, AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144; (II) FILE WITH
THE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF
THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT; AND (III) FURNISH TO
EACH HOLDER SO LONG AS SUCH HOLDER OWNS REGISTRABLE SECURITIES, PROMPTLY UPON
REQUEST, (A) A WRITTEN STATEMENT BY THE COMPANY, IF TRUE, THAT IT HAS COMPLIED
WITH THE REPORTING REQUIREMENTS OF RULE 144, THE SECURITIES ACT AND THE EXCHANGE
ACT, (B) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND
SUCH OTHER REPORTS AND DOCUMENTS SO FILED BY THE COMPANY, AND (C) SUCH OTHER
INFORMATION AS MAY BE REASONABLY REQUESTED TO PERMIT THE HOLDERS TO SELL SUCH
SECURITIES PURSUANT TO RULE 144 WITHOUT REGISTRATION.
(C)
SUBSEQUENT REGISTRATION RIGHTS.
UNTIL THE INITIAL REGISTRATION
STATEMENT REQUIRED HEREUNDER IS DECLARED EFFECTIVE BY THE COMMISSION, THE
COMPANY SHALL NOT ENTER INTO ANY AGREEMENT GRANTING ANY REGISTRATION RIGHTS WITH
RESPECT TO ANY OF ITS SECURITIES TO ANY PERSON WITHOUT THE WRITTEN CONSENT OF
THE PURCHASER, FOR SO LONG AS THE PURCHASER OR ITS ASSIGNEE HOLDS ANY
REGISTRABLE SECURITIES.
(D)
DISCONTINUED DISPOSITION.
EACH HOLDER AGREES BY ITS ACQUISITION OF
SUCH REGISTRABLE SECURITIES THAT, UPON RECEIPT OF A NOTICE FROM THE COMPANY OF