UNDER THIS ARTICLE 2, HOLDERS OF
REGISTRABLE SECURITIES HEREBY AGREE TO BE BOUND BY THE PROVISIONS HEREUNDER.
2.11.
"MARKET STAND-OFF" AGREEMENT.
EACH HOLDER HEREBY AGREES THAT SUCH
HOLDER SHALL NOT SELL, TRANSFER, MAKE ANY SHORT SALE OF, GRANT ANY OPTION FOR
THE PURCHASE OF, OR ENTER INTO ANY HEDGING OR SIMILAR TRANSACTION WITH THE SAME
ECONOMIC EFFECT AS A SALE, ANY COMMON STOCK (OR OTHER SECURITIES) OF THE COMPANY
HELD BY SUCH HOLDER (OTHER THAN THOSE INCLUDED IN THE REGISTRATION) FOR A PERIOD
SPECIFIED BY THE REPRESENTATIVE OF THE UNDERWRITERS OF COMMON STOCK (OR OTHER
SECURITIES) IN AN UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY NOT TO EXCEED ONE
HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT.
2.12.
AGREEMENT TO FURNISH INFORMATION.
EACH HOLDER AGREES TO EXECUTE
AND DELIVER SUCH OTHER AGREEMENTS AS MAY BE REASONABLY REQUESTED BY THE COMPANY
OR THE UNDERWRITER THAT ARE CONSISTENT WITH THE HOLDER'S OBLIGATIONS UNDER
SECTION 2.11 OR THAT ARE NECESSARY TO GIVE FURTHER EFFECT THERETO.
IN ADDITION,
IF REQUESTED BY THE COMPANY OR THE REPRESENTATIVE OF THE UNDERWRITERS OF COMMON
STOCK (OR OTHER SECURITIES) OF THE COMPANY, EACH HOLDER SHALL PROVIDE, WITHIN
TEN (10) DAYS OF SUCH REQUEST, SUCH INFORMATION AS MAY BE REQUIRED BY THE
COMPANY OR SUCH REPRESENTATIVE IN CONNECTION WITH THE COMPLETION OF ANY PUBLIC
OFFERING OF THE COMPANY'S SECURITIES PURSUANT TO A REGISTRATION STATEMENT FILED
UNDER THE SECURITIES ACT.
THE OBLIGATIONS DESCRIBED IN SECTION 2.11 AND THIS
SECTION 2.12 SHALL NOT APPLY TO A SPECIAL REGISTRATION STATEMENT.
THE COMPANY
MAY IMPOSE STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO THE SHARES OF COMMON STOCK
(OR OTHER SECURITIES) SUBJECT TO THE FOREGOING RESTRICTION UNTIL THE END OF SAID
ONE HUNDRED EIGHTY (180) DAY PERIOD.
EACH HOLDER AGREES THAT ANY TRANSFEREE OF
ANY SHARES OF REGISTRABLE SECURITIES SHALL BE BOUND BY SECTIONS 2.11 AND 2.12.
THE UNDERWRITERS OF THE COMPANY'S STOCK ARE INTENDED THIRD PARTY BENEFICIARIES
OF SECTIONS 2.11 AND 2.12 AND SHALL HAVE THE RIGHT, POWER AND AUTHORITY TO
ENFORCE THE PROVISIONS HEREOF AS THOUGH THEY WERE A PARTY HERETO.
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2.13.
RULE 144 REPORTING.
WITH A VIEW TO MAKING AVAILABLE TO THE HOLDERS
THE BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE SEC WHICH MAY PERMIT THE
SALE OF THE REGISTRABLE SECURITIES TO THE PUBLIC WITHOUT REGISTRATION, THE
COMPANY AGREES TO USE ITS BEST EFFORTS TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN SEC RULE 144 OR ANY SIMILAR OR ANALOGOUS RULE
PROMULGATED UNDER THE SECURITIES ACT, AT ALL TIMES AFTER THE EFFECTIVE DATE OF
THE FIRST REGISTRATION FILED BY THE COMPANY FOR AN OFFERING OF ITS SECURITIES TO
THE GENERAL PUBLIC;
(B)
FILE WITH THE SEC, IN A TIMELY MANNER, ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE EXCHANGE ACT; AND
(C)
SO LONG AS A HOLDER OWNS ANY REGISTRABLE SECURITIES, FURNISH TO
SUCH HOLDER FORTHWITH UPON REQUEST:
A WRITTEN STATEMENT BY THE COMPANY AS TO
ITS COMPLIANCE