THE COMPANY, AS THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO
EXERCISE ALL RIGHTS GRANTED BY LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY
OF DAMAGES, WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS
AGREEMENT.
THE COMPANY AND EACH HOLDER AGREE THAT MONETARY DAMAGES WOULD NOT
PROVIDE ADEQUATE COMPENSATION FOR ANY LOSSES INCURRED BY REASON OF A BREACH BY
IT OF ANY OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY FURTHER AGREES THAT, IN
THE EVENT OF ANY ACTION FOR SPECIFIC PERFORMANCE IN RESPECT OF SUCH BREACH, IT
SHALL WAIVE THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
(B)
AUTHORITY OF PURCHASERS' AGENT.
THE
PURCHASERS AND THE COMPANY AGREE THAT PURCHASERS' AGENT IS AUTHORIZED TO RECEIVE
ALL DOCUMENTS AND NOTICES TO HOLDERS UNDER THIS AGREEMENT AND THAT THE COMPANY
MAY RELY UPON STATEMENTS AND WRITINGS BY THE PURCHASERS' AGENT MADE ON BEHALF OF
ANY HOLDER WITH RESPECT TO THE EXERCISE, OR NON-EXERCISE OF ANY RIGHT OF A
HOLDER AND THE PERFORMANCE OF ANY OBLIGATION OF A HOLDER OTHER THAN THE
EXECUTION OF ANY CONTRACT OR ANY DOCUMENT TO BE SUBMITTED FOR FILING WITH THE
SEC.
(C)
COMPLIANCE.
EACH HOLDER COVENANTS AND
AGREES THAT IT WILL COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT AS APPLICABLE TO IT IN CONNECTION WITH SALES OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT.
(D)
DISCONTINUED DISPOSITION.
EACH HOLDER
AGREES BY ITS ACQUISITION OF SUCH REGISTRABLE SECURITIES THAT, UPON RECEIPT OF
WRITTEN NOTICE FROM THE COMPANY OF THE
F-9
OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(C), SUCH HOLDER WILL
FORTHWITH DISCONTINUE DISPOSITION OF SUCH REGISTRABLE SECURITIES UNDER THE
REGISTRATION STATEMENT UNTIL SUCH HOLDER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION STATEMENT OR UNTIL IT IS
ADVISED IN WRITING (THE "ADVICE") BY THE COMPANY THAT THE USE OF THE APPLICABLE
PROSPECTUS MAY BE RESUMED, AND, IN EITHER CASE, HAS RECEIVED COPIES OF ANY
ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT.
THE
COMPANY WILL USE ITS BEST EFFORTS TO ENSURE THAT THE USE OF THE PROSPECTUS MAY
BE RESUMED AS PROMPTLY AS IT PRACTICABLE.
THE COMPANY AGREES AND ACKNOWLEDGES
THAT ANY PERIODS DURING WHICH THE HOLDER IS REQUIRED TO DISCONTINUE THE
DISPOSITION OF THE REGISTRABLE SECURITIES HEREUNDER SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 2(B).
(E)
AMENDMENTS AND WAIVERS.
THE PROVISIONS OF
THIS AGREEMENT, INCLUDING THE PROVISIONS OF THIS SENTENCE, MAY NOT BE AMENDED,
MODIFIED OR SUPPLEMENTED, AND WAIVERS OR CONSENTS TO DEPARTURES FROM THE
PROVISIONS HEREOF MAY NOT BE GIVEN, UNLESS THE SAME SHALL BE IN WRITING AND
SIGNED BY THE COMPANY AND EACH HOLDER OF THE THEN OUTSTANDING REGISTRABLE
SECURITIES.
(F)
NOTICES.
ANY AND ALL NOTICES OR OTHER
COMMUNICATIONS OR DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER
SHALL BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE