TO
COMPLETE THE REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE
REGISTRABLE SECURITIES OF A PARTICULAR INVESTOR THAT SUCH INVESTOR SHALL FURNISH
TO THE COMPANY, IN RESPONSE TO AN INFORMATION REQUEST, SUCH INFORMATION
REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY IT AND THE INTENDED METHOD
OF DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY IT AS SHALL BE REASONABLY
REQUIRED TO EFFECT THE REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL
EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY
REASONABLY REQUEST.
B.
EACH INVESTOR AGREES TO COOPERATE WITH
THE COMPANY AS REASONABLY REQUESTED BY THE COMPANY IN CONNECTION WITH THE
PREPARATION AND FILING OF ANY REGISTRATION STATEMENT IN WHICH ANY REGISTRABLE
SECURITIES HELD BY SUCH INVESTORS ARE BEING INCLUDED.
C.
EACH INVESTOR AGREES THAT, UPON RECEIPT
OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND
DESCRIBED IN SECTION 4(G) OR THE FIRST SENTENCE OF SECTION 4(F) OR, IN THE CASE
OF AN OFFERING PURSUANT TO RULE 415, WRITTEN NOTICE FROM THE COMPANY OF AN
ALLOWABLE GRACE PERIOD, SUCH INVESTOR WILL PROMPTLY DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT(S) COVERING SUCH
REGISTRABLE SECURITIES UNTIL SUCH INVESTOR'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 4(G) OR THE FIRST
SENTENCE OF
SECTION 4(F) OR RECEIPT OF NOTICE THAT NO SUPPLEMENT OR AMENDMENT
IS REQUIRED OR THAT THE ALLOWABLE GRACE PERIOD HAS ENDED.
NOTWITHSTANDING
ANYTHING
13
TO THE CONTRARY, THE COMPANY SHALL CAUSE ITS TRANSFER AGENT TO DELIVER
UNLEGENDED SHARES OF COMMON STOCK TO A TRANSFEREE OF AN INVESTOR IN ACCORDANCE
WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE
OF REGISTRABLE SECURITIES WITH RESPECT TO WHICH AN INVESTOR PROVIDES REASONABLE
EVIDENCE THAT SUCH INVESTOR HAS ENTERED INTO A CONTRACT FOR SALE PRIOR TO THE
INVESTOR'S RECEIPT OF A NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF
THE KIND DESCRIBED IN SECTION 4(G) OR THE FIRST SENTENCE OF SECTION 4(F) AND FOR
WHICH THE INVESTOR HAS NOT YET SETTLED.
D.
EACH INVESTOR AGREES, IN CONNECTION WITH
ANY UNDERWRITTEN OFFERING MADE PURSUANT TO A REGISTRATION STATEMENT FILED
PURSUANT TO THIS AGREEMENT IN WHICH SUCH INVESTOR HAS ELECTED TO INCLUDE
REGISTRABLE SECURITIES, IF REQUESTED (PURSUANT TO A WRITTEN NOTICE) BY THE
MANAGING UNDERWRITER(S) NOT TO EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF ANY
COMMON EQUITY SECURITIES OF THE COMPANY (OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE OR EXERCISABLE FOR SUCH COMMON EQUITY SECURITIES) (EXCEPT AS PART
OF SUCH UNDERWRITTEN OFFERING) DURING THE PERIOD COMMENCING NOT EARLIER THAN
7 DAYS PRIOR TO AND CONTINUING FOR NOT MORE THAN 90 DAYS (OR SUCH SHORTER PERIOD
AS THE MANAGING UNDERWRITER(S) MAY PERMIT) AFTER THE EFFECTIVE DATE OF THE
RELATED REGISTRATION STATEMENT (OR DATE OF THE PROSPECTUS SUPPLEMENT IF THE
OFFERING IS MADE PURSUANT TO A "SHELF" REGISTRATION) PURSUANT TO WHICH SUCH
UNDERWRITTEN OFFERING SHALL BE MADE; PROVIDED, THAT SUCH INVESTORS SHALL ONLY BE
SO BOUND SO LONG AS AND TO THE EXTENT THAT EACH