IDENTIFIED TO THE COMPANY BY
THE REQUESTING HOLDER UPON REQUEST. UPON THE REQUEST OF ANY HOLDER OF
REGISTRABLE SECURITIES, THE COMPANY SHALL DELIVER TO SUCH HOLDER A WRITTEN
STATEMENT AS TO WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS. NOTWITHSTANDING
THE FOREGOING, NOTHING IN THIS SECTION 9 SHALL BE DEEMED TO REQUIRE THE COMPANY
TO REGISTER ANY OF ITS SECURITIES PURSUANT TO THE EXCHANGE ACT.
10.
LOCK-UP AGREEMENTS.
IN CONSIDERATION FOR THE COMPANY AGREEING TO
ITS OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER AGREES IN CONNECTION WITH ANY
REGISTRATION OF THE COMPANY'S SECURITIES (WHETHER OR NOT SUCH HOLDER IS
PARTICIPATING IN SUCH REGISTRATION), INCLUDING WHEN THE COMPANY IS REQUIRED TO
USE ITS REASONABLE BEST EFFORTS OR BEST EFFORTS TO EFFECT A REGISTRATION
PURSUANT TO THIS AGREEMENT OR PURSUANT TO THE EXISTING REGISTRATION RIGHTS
AGREEMENT, NOT TO EFFECT (OTHER THAN PURSUANT TO SUCH REGISTRATION) ANY PUBLIC
SALE OR DISTRIBUTION OF REGISTRABLE SECURITIES, INCLUDING, BUT NOT LIMITED TO,
ANY SALE PURSUANT TO RULE 144 OR RULE 144A, OR MAKE ANY SHORT SALE OF, LOAN,
GRANT ANY OPTION FOR THE PURCHASE OF, OR OTHERWISE DISPOSE OF ANY REGISTRABLE
SECURITIES, ANY OTHER EQUITY SECURITIES OF THE COMPANY OR ANY SECURITIES
16
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR ANY EQUITY SECURITIES OF THE
COMPANY FOR 180 DAYS AFTER, AND DURING THE 20 DAYS PRIOR TO, THE EFFECTIVE DATE
OF SUCH REGISTRATION.
11.
MISCELLANEOUS.
(A)
REMEDIES. THE COMPANY ACKNOWLEDGES AND AGREES THAT ANY FAILURE BY
IT TO COMPLY WITH ITS OBLIGATIONS UNDER SECTION 2 HEREOF MAY RESULT IN MATERIAL
IRREPARABLE INJURY TO THE HOLDERS FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW,
THAT IT WILL NOT BE POSSIBLE TO MEASURE DAMAGES FOR SUCH INJURIES PRECISELY AND
THAT, IN THE EVENT OF ANY SUCH FAILURE, ANY HOLDER MAY OBTAIN SUCH RELIEF AS MAY
BE REQUIRED TO SPECIFICALLY ENFORCE THE COMPANY'S OBLIGATIONS UNDER SECTION 2
HEREOF.
(B)
NO INCONSISTENT AGREEMENTS. THE COMPANY HAS NOT, AS OF THE DATE
HEREOF, ENTERED INTO, NOR SHALL IT ON OR AFTER THE DATE HEREOF, ENTER INTO, ANY
AGREEMENT WITH RESPECT TO ITS SECURITIES OR OTHERWISE THAT IS INCONSISTENT WITH
THE RIGHTS GRANTED TO THE HOLDERS HEREIN OR OTHERWISE CONFLICTS WITH THE
PROVISIONS HEREOF.
(C)
AMENDMENTS AND WAIVERS. THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE PROVISIONS OF THIS SENTENCE, MAY NOT BE AMENDED, QUALIFIED,
MODIFIED OR SUPPLEMENTED, AND WAIVERS OR CONSENTS TO DEPARTURES FROM THE
PROVISIONS HEREOF MAY NOT BE GIVEN, UNLESS THE COMPANY HAS OBTAINED THE WRITTEN
CONSENT OF A MAJORITY IN PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES AFFECTED
BY SUCH AMENDMENT, QUALIFICATION, MODIFICATION, SUPPLEMENT, WAIVER OR CONSENT.
(D)
NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR OR
PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND SHALL BE MAILED, DELIVERED,
TELEGRAPHED AND CONFIRMED OR FAXED AND CONFIRMED:
(1)
IF TO A HOLDER, AT THE MOST CURRENT ADDRESS GIVEN BY SUCH HOLDER
TO THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11(D), WHICH
ADDRESS INITIALLY IS, WITH RESPECT TO EACH HOLDER, THE ADDRESS OF SUCH HOLDER
MAINTAINED BY THE REGISTRAR