ALL REGISTRATIONS PURSUANT TO SECTIONS 2 AND 3 SHALL
BE BORNE BY THE COMPANY.
ALL SELLING EXPENSES RELATING TO SECURITIES REGISTERED
ON BEHALF OF THE HOLDERS SHALL BE BORNE BY SUCH HOLDERS.
5.
STANDSTILL AGREEMENTS.
(A)
THE COMPANY AGREES (I) NOT TO EFFECT ANY PUBLIC SALE OR
DISTRIBUTION OF ITS EQUITY SECURITIES, OR ANY SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE OR EXERCISABLE FOR SUCH SECURITIES, DURING THE SEVEN DAYS PRIOR TO
AND DURING THE 90-DAY PERIOD BEGINNING ON THE EFFECTIVE DATE OF ANY UNDERWRITTEN
DEMAND REGISTRATION OR ANY UNDERWRITTEN PIGGYBACK REGISTRATION (EXCEPT (X) AS
PART OF SUCH UNDERWRITTEN REGISTRATION, (Y) PURSUANT TO REGISTRATION STATEMENTS
ON FORM S-4 OR FORM S-8 OR ANY SUCCESSOR FORM OR (Z) AS REQUIRED UNDER ANY
EXISTING CONTRACTUAL OBLIGATION OF THE COMPANY), UNLESS THE UNDERWRITERS
MANAGING THE REGISTERED PUBLIC OFFERING OTHERWISE AGREE, AND (II) TO USE ITS
REASONABLE EFFORTS TO CAUSE EACH OFFICER AND DIRECTOR OF THE COMPANY AND EACH
HOLDER OF AT LEAST 5% (CALCULATED ON A FULLY-DILUTED BASIS) OF ITS OUTSTANDING
SHARES OF COMMON STOCK, OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR
EXERCISABLE FOR SHARES OF COMMON STOCK, TO AGREE NOT TO EFFECT ANY SALE OR
DISTRIBUTION (INCLUDING SALES PURSUANT TO RULE 144) OF ANY SUCH SECURITIES
DURING SUCH PERIODS (EXCEPT AS PART OF SUCH UNDERWRITTEN REGISTRATION, IF
OTHERWISE
-7-
PERMITTED), UNLESS THE UNDERWRITERS MANAGING THE REGISTERED PUBLIC OFFERING
OTHERWISE AGREE.
(B)
EACH HOLDER AGREES, IN THE EVENT OF A PUBLIC OFFERING BY THE
COMPANY OF COMMON STOCK UNDER A REGISTRATION STATEMENT ON FORM S-1, S-3 OR S-4,
NOT TO EFFECT ANY OFFER, SALE, DISTRIBUTION OR TRANSFER OF REGISTRABLE
SECURITIES, INCLUDING A SALE PURSUANT TO RULE 144 (OR ANY SIMILAR PROVISION THEN
EFFECT) UNDER THE SECURITIES ACT (EXCEPT AS PART OF SUCH UNDERWRITTEN
REGISTRATION), BEGINNING ON THE DATE OF RECEIPT OF A WRITTEN NOTICE FROM THE
COMPANY NOTIFYING THE HOLDERS OF THE INITIAL FILING OF SUCH REGISTRATION
STATEMENT WITH THE COMMISSION AND ENDING ON THE EARLIER OF (I) 180 DAYS FROM THE
DATE OF RECEIPT OF SUCH WRITTEN NOTICE OR (II) 90 DAYS FROM THE EFFECTIVE DATE
OF SUCH REGISTRATION STATEMENT; PROVIDED, THAT THE COMPANY AND EACH OF ITS
OFFICERS AND DIRECTORS AND EACH HOLDER OF NOT LESS THAN 5% (CALCULATED ON A
FULLY DILUTED BASIS) OF THE COMPANY'S OUTSTANDING COMMON STOCK IS SUBJECT TO THE
SAME RESTRICTIONS.
6.
REGISTRATION PROCEDURES.
WHENEVER THE HOLDERS HAVE REQUESTED
THAT ANY REGISTRABLE SECURITIES BE REGISTERED PURSUANT TO THIS AGREEMENT, THE
COMPANY WILL USE ITS REASONABLE EFFORTS TO EFFECT THE REGISTRATION AND THE SALE
OF SUCH REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS
OF DISTRIBUTION THEREOF, AND PURSUANT THERETO THE COMPANY WILL AS EXPEDITIOUSLY
AS POSSIBLE:
(A)
SUBJECT TO SECTION 2(C) AND 3(A) HEREOF, PREPARE AND FILE WITH THE
COMMISSION A REGISTRATION STATEMENT ON ANY APPROPRIATE FORM FOR WHICH THE
COMPANY QUALIFIES WITH RESPECT TO SUCH REGISTRABLE SECURITIES AND USE ITS
REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
(PROVIDED THAT BEFORE FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR