(B)
PARTICIPATION BY HOLDERS. EACH HOLDER OF
REGISTRABLE SECURITIES HEREBY AGREES WITH EACH OTHER SUCH HOLDER THAT NO SUCH
HOLDER MAY PARTICIPATE IN ANY UNDERWRITTEN OFFERING HEREUNDER UNLESS SUCH HOLDER
(I) AGREES TO SELL SUCH HOLDER'S REGISTRABLE SECURITIES ON THE BASIS PROVIDED IN
ANY UNDERWRITING ARRANGEMENTS APPROVED BY THE PERSONS ENTITLED HEREUNDER TO
APPROVE SUCH ARRANGEMENTS AND (II) COMPLETES AND EXECUTES ALL QUESTIONNAIRES,
POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS
REASONABLY REQUIRED UNDER THE
20
TERMS OF SUCH UNDERWRITING ARRANGEMENTS.
8.
RULE 144.
THE COMPANY COVENANTS TO THE HOLDERS OF
REGISTRABLE SECURITIES THAT TO THE EXTENT IT SHALL BE REQUIRED TO DO SO UNDER
THE EXCHANGE ACT, THE COMPANY SHALL TIMELY FILE THE REPORTS REQUIRED TO BE FILED
BY IT UNDER THE EXCHANGE ACT OR THE SECURITIES ACT (INCLUDING THE REPORTS UNDER
SECTION 13 AND 15(D) OF THE EXCHANGE ACT REFERRED TO IN SUBPARAGRAPH (C)(1) OF
RULE 144 ADOPTED BY THE COMMISSION UNDER THE SECURITIES ACT) AND THE RULES AND
REGULATIONS ADOPTED BY THE COMMISSION THEREUNDER, AND SHALL TAKE SUCH FURTHER
ACTION AS ANY HOLDER OF REGISTRABLE SECURITIES MAY REASONABLY REQUEST, ALL TO
THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDER TO SELL REGISTRABLE
SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATIONS
OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, AS SUCH RULE MAY
BE AMENDED FROM TIME TO TIME, OR ANY SIMILAR OR SUCCESSOR RULE OR REGULATION
HEREAFTER ADOPTED BY THE COMMISSION. UPON THE REQUEST OF ANY HOLDER OF
REGISTRABLE SECURITIES IN CONNECTION WITH THAT HOLDER'S SALE PURSUANT TO
RULE 144, THE COMPANY SHALL DELIVER TO SUCH HOLDER A WRITTEN STATEMENT AS TO
WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS.
9.
MISCELLANEOUS.
(A)
NO INCONSISTENT AGREEMENTS.
THE COMPANY
REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT IT HAS NOT GRANTED, AND SHALL
NOT GRANT, REGISTRATION RIGHTS WITH RESPECT TO REGISTRABLE SECURITIES OR ANY
OTHER SECURITIES WHICH WOULD BE INCONSISTENT WITH THE TERMS CONTAINED IN THIS
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT.
(B)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
ACKNOWLEDGE THAT THERE WOULD BE NO ADEQUATE REMEDY AT LAW IF THE COMPANY FAILS
TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER AND THAT THE PURCHASERS AND THE
HOLDERS FROM TIME TO TIME OF THE REGISTRABLE SECURITIES MAY BE IRREPARABLY
HARMED BY ANY SUCH FAILURE, AND ACCORDINGLY AGREE THAT THE PURCHASERS AND SUCH
HOLDERS, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR
IN EQUITY, SHALL BE ENTITLED TO COMPEL SPECIFIC PERFORMANCE OF THE OBLIGATIONS
OF THE COMPANY UNDER THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS EXCHANGE AND REGISTRATION
RIGHTS AGREEMENT, IN ANY COURT OF THE UNITED STATES OR ANY STATE THEREOF HAVING
JURISDICTION.
(C)
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS,
DEMANDS, WAIVERS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED BY HAND, IF DELIVERED
PERSONALLY OR BY COURIER, OR THREE DAYS AFTER BEING DEPOSITED IN THE MAIL
(REGISTERED OR CERTIFIED