THAT EACH HOLDER HAS RECEIVED
THE WRITTEN NOTICE REQUIRED BY SECTIONS 2.1(A) AND 2.2(A); AND FURTHER,
PROVIDED, THAT IN CONNECTION WITH SUCH UNDERWRITTEN OFFERING EACH OFFICER AND
DIRECTOR OF THE COMPANY IS SUBJECT TO RESTRICTIONS SUBSTANTIALLY EQUIVALENT TO
THOSE IMPOSED ON THE HOLDERS.
2.8.
NO REQUIRED SALE.
NOTHING IN THIS AGREEMENT
SHALL BE DEEMED TO CREATE AN INDEPENDENT OBLIGATION ON THE PART OF ANY OF THE
HOLDERS TO SELL ANY REGISTRABLE SECURITIES PURSUANT TO ANY EFFECTIVE
REGISTRATION STATEMENT.
2.9.
RULE 144; RULE 144A; REGULATION S.
THE COMPANY
COVENANTS THAT, AT ITS OWN EXPENSE, IT WILL FILE THE REPORTS REQUIRED TO BE
FILED BY IT UNDER THE SECURITIES ACT AND THE EXCHANGE ACT, AND IT WILL TAKE SUCH
FURTHER ACTION AS ANY HOLDER 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 LIMITATION OF THE EXEMPTIONS
PROVIDED BY (I) RULES 144, 144A OR REGULATION S UNDER THE SECURITIES ACT OR
(II) ANY SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC.
UPON THE
REQUEST OF A HOLDER, THE COMPANY, AT ITS OWN EXPENSE, WILL PROMPTLY DELIVER TO
SUCH HOLDER (I) A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED WITH SUCH
REQUIREMENTS (AND SUCH HOLDER SHALL BE ENTITLED TO RELY UPON THE ACCURACY OF
SUCH WRITTEN STATEMENT), (II) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY
REPORT OF THE COMPANY AND (III) SUCH OTHER REPORTS AND DOCUMENTS AS SUCH HOLDER
MAY REASONABLY REQUEST IN ORDER TO AVAIL ITSELF OF ANY RULE OR REGULATION OF THE
SEC ALLOWING IT TO SELL ANY REGISTRABLE SECURITIES WITHOUT REGISTRATION.
2.10.
ADJUSTMENTS.
AT THE REQUEST OF ANY HOLDER, IN THE
EVENT OF ANY CHANGE IN THE CAPITALIZATION OF THE COMPANY AS A RESULT OF ANY
STOCK SPLIT, STOCK DIVIDEND, REVERSE SPLIT, COMBINATION, RECAPITALIZATION,
MERGER, CONSOLIDATION, OR OTHERWISE, THE PROVISIONS OF THIS SECTION 2 SHALL BE
APPROPRIATELY ADJUSTED.
THE COMPANY AGREES THAT IT SHALL NOT EFFECT OR PERMIT
TO OCCUR ANY COMBINATION OR SUBDIVISION OF SHARES WHICH WOULD ADVERSELY AFFECT
THE ABILITY OF THE HOLDERS TO INCLUDE ANY REGISTRABLE SECURITIES IN ANY
REGISTRATION CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.
SUBSEQUENT REGISTRATION RIGHTS; NO
INCONSISTENT AGREEMENTS.
3.1.
LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.
FROM AND AFTER THE DATE OF THIS AGREEMENT AND DURING THE RESTRICTED PERIOD (AS
DEFINED IN THE PURCHASE AGREEMENT), WITHOUT THE PRIOR WRITTEN CONSENT OF THE
PURCHASER, THE COMPANY SHALL NOT ENTER INTO AN AGREEMENT THAT GRANTS A HOLDER OR
PROSPECTIVE HOLDER OF ANY SECURITIES OF THE COMPANY DEMAND OR INCIDENTAL
REGISTRATION RIGHTS THAT BY THEIR TERMS ARE NOT SUBORDINATE TO THE REGISTRATION
RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT; PROVIDED, THAT, BETWEEN THE
DATE HEREOF AND THE EARLIER OF THE DATE OF CONVERSION OF THE CONVERTIBLE NOTE
AND THE CONVERSION DEADLINE (AS DEFINED IN THE CONVERTIBLE NOTE), THE COMPANY
MAY GRANT DEMAND OR INCIDENTAL REGISTRATION RIGHTS THAT ARE EQUAL TO OR
SUBORDINATE TO THE REGISTRATION RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT
IN