SHALL CALL THE INVESTOR TO NOTIFY THE INVESTOR ORALLY
THAT THE COMPANY MAY EXCLUDE SUCH INVESTOR'S REGISTRABLE SECURITIES AND THE
COMPANY MAY FILE THE REGISTRATION STATEMENT WITHOUT INCLUDING REGISTRABLE
SECURITIES OF THAT INVESTOR.
4.2
FURTHER ASSURANCES.
EACH INVESTOR WILL
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 HAS NOTIFIED THE COMPANY IN WRITING OF SUCH
INVESTOR'S ELECTION TO EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE SECURITIES
FROM THE REGISTRATION STATEMENT.
4.3
SUSPENSION OF SALES.
UPON RECEIPT OF ANY
NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN
SECTION 3.6, EACH INVESTOR WILL IMMEDIATELY DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH
REGISTRABLE SECURITIES UNTIL IT RECEIVES COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS CONTEMPLATED BY SECTION 3.6.
IF SO DIRECTED BY THE COMPANY, EACH
INVESTOR WILL DELIVER TO THE COMPANY (AT THE EXPENSE OF THE COMPANY) OR DESTROY
(AND DELIVER TO THE COMPANY A CERTIFICATE OF DESTRUCTION) ALL COPIES IN THE
INVESTOR'S POSSESSION (OTHER THAN A LIMITED NUMBER OF FILE COPIES) OF THE
PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES THAT IS CURRENT AT THE TIME OF
RECEIPT OF SUCH NOTICE.
4.4
UNDERWRITTEN OFFERINGS.
(A)
IF INVESTORS HOLDING A MAJORITY IN INTEREST
OF THE REGISTRABLE SECURITIES BEING REGISTERED (WITH THE APPROVAL OF THE INITIAL
INVESTORS) DETERMINE TO ENGAGE THE SERVICES OF AN UNDERWRITER, EACH INVESTOR
WILL ENTER INTO AND PERFORM SUCH INVESTOR'S OBLIGATIONS UNDER AN UNDERWRITING
AGREEMENT, IN USUAL AND CUSTOMARY FORM, INCLUDING, WITHOUT LIMITATION, CUSTOMARY
INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS, WITH THE MANAGING UNDERWRITER OF
SUCH OFFERING, AND WILL TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN
ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES,
UNLESS SUCH INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF SUCH INVESTOR'S
ELECTION TO EXCLUDE ALL OF ITS REGISTRABLE SECURITIES FROM SUCH REGISTRATION
STATEMENT.
9
(B)
WITHOUT LIMITING ANY INVESTOR'S RIGHTS UNDER
SECTION 2.1 HEREOF, NO INVESTOR MAY PARTICIPATE IN ANY UNDERWRITTEN DISTRIBUTION
HEREUNDER UNLESS SUCH INVESTOR (A) AGREES TO SELL SUCH INVESTOR'S REGISTRABLE
SECURITIES ON THE BASIS PROVIDED IN ANY UNDERWRITING ARRANGEMENTS APPROVED BY
THE INVESTORS ENTITLED HEREUNDER TO APPROVE SUCH ARRANGEMENTS, (B) COMPLETES AND
EXECUTES ALL QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING
AGREEMENTS AND OTHER DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS OF SUCH
UNDERWRITING ARRANGEMENTS, AND (C) AGREES TO PAY ITS PRO RATA SHARE OF ALL
UNDERWRITING DISCOUNTS AND COMMISSIONS APPLICABLE WITH RESPECT TO ITS
REGISTRABLE SECURITIES.
ARTICLE V
EXPENSES OF REGISTRATION
The Company will bear all expenses, other than underwriting discounts and
commissions, and transfer taxes, if any, incurred in connection with
registrations, filings or qualifications pursuant to Articles II and III of this
Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, the fees and disbursements of
counsel for the Company, and the reasonable fees and disbursements of one firm
of legal counsel selected by the Initial Investors pursuant to Section 3.7
hereof.
ARTICLE VI
INDEMNIFICATION
In