TO SELL, (II) SECOND, REGISTRABLE SECURITIES OF THE
INVESTOR AND ALL OTHER HOLDERS WHO HAVE REQUESTED REGISTRATION OF REGISTRABLE
SECURITIES PURSUANT TO SECTION 4.10(A)(2) OR 4.10(A)(4), AS APPLICABLE, PRO RATA
ON THE BASIS OF THE AGGREGATE NUMBER OF SUCH SECURITIES OR SHARES OWNED BY EACH
SUCH PERSON AND (III) THIRD, ANY OTHER SECURITIES OF THE COMPANY THAT HAVE BEEN
REQUESTED TO BE SO INCLUDED, SUBJECT TO THE TERMS OF THIS AGREEMENT.](19)
(19) "PIGGYBACK" REGISTRATION RIGHTS INCLUDED IN THE INVESTMENT AGREEMENTS OF
CERTAIN INVESTORS.
44
(B)
EXPENSES OF REGISTRATION.
ALL REGISTRATION EXPENSES INCURRED IN
CONNECTION WITH ANY REGISTRATION, QUALIFICATION OR COMPLIANCE HEREUNDER SHALL BE
BORNE BY THE COMPANY.
ALL SELLING EXPENSES INCURRED IN CONNECTION WITH ANY
REGISTRATIONS HEREUNDER SHALL BE BORNE BY THE HOLDERS OF THE SECURITIES SO
REGISTERED PRO RATA ON THE BASIS OF THE AGGREGATE OFFERING OR SALE PRICE OF THE
SECURITIES SO REGISTERED.
(C)
OBLIGATIONS OF THE COMPANY.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS FOR SO LONG AS THERE ARE REGISTRABLE SECURITIES OUTSTANDING, TO
TAKE SUCH ACTIONS AS ARE UNDER ITS CONTROL TO REMAIN A WELL-KNOWN SEASONED
ISSUER (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) IF IT BECOMES ELIGIBLE
FOR SUCH STATUS IN THE FUTURE (AND NOT BECOME AN INELIGIBLE ISSUER (AS DEFINED
IN RULE 405 UNDER THE SECURITIES ACT)).
IN ADDITION, WHENEVER REQUIRED TO
EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES OR FACILITATE THE
DISTRIBUTION OF REGISTRABLE SECURITIES PURSUANT TO AN EFFECTIVE SHELF
REGISTRATION STATEMENT, THE COMPANY SHALL, AS EXPEDITIOUSLY AS REASONABLY
PRACTICABLE:
(1)
PREPARE AND FILE WITH THE SEC A PROSPECTUS SUPPLEMENT WITH RESPECT
TO A PROPOSED OFFERING OF REGISTRABLE SECURITIES PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, SUBJECT TO THIS SECTION 4.10(C), AND KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE OR SUCH PROSPECTUS SUPPLEMENT CURRENT UNTIL THE
SECURITIES DESCRIBED THEREIN ARE NO LONGER REGISTRABLE SECURITIES.
(2)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
THE APPLICABLE REGISTRATION STATEMENT AND THE PROSPECTUS OR PROSPECTUS
SUPPLEMENT USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY BE
NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT.
(3)
FURNISH TO THE HOLDERS AND ANY UNDERWRITERS SUCH NUMBER OF COPIES
OF THE APPLICABLE REGISTRATION STATEMENT AND EACH SUCH AMENDMENT AND SUPPLEMENT
THERETO (INCLUDING IN EACH CASE ALL EXHIBITS) AND OF A PROSPECTUS, INCLUDING A
PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES
ACT, AND SUCH OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES OWNED OR TO BE DISTRIBUTED
BY THEM.
(4)
USE ITS REASONABLE BEST EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE
HOLDERS OR ANY MANAGING UNDERWRITER(S), TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN
EFFECT, AND TO TAKE ANY OTHER ACTION WHICH MAY BE REASONABLY NECESSARY TO