AFTER THE CLOSING DATE OF SUCH COMPANY OFFERING.
4.
LIMITATIONS ON SUSPENSION/BLACKOUT PERIODS.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE COMPANY COVENANTS AND AGREES THAT (A) THE
COMPANY'S RIGHTS TO DEFER CERTAIN OF ITS OBLIGATIONS PURSUANT TO SECTION 3.3
DURING THE PENDENCY OF ANY SUSPENSION EVENT, AND (B) THE HOLDERS' OBLIGATION TO
SUSPEND PUBLIC SALES OF REGISTRABLE SECURITIES PURSUANT TO SECTION 3.4 DURING
ONE OR MORE OFFERING BLACKOUT PERIODS, SHALL NOT, IN THE AGGREGATE, CAUSE THE
HOLDERS TO BE REQUIRED TO SUSPEND SALES OF REGISTRABLE SECURITIES OR RELIEVE THE
COMPANY OF ITS OBLIGATION TO FILE A REGISTRATION STATEMENT FOR LONGER THAN 60
DAYS DURING ANY 12-MONTH PERIOD.
5.
TERMINATION OF REGISTRATION RIGHTS.
THE RIGHTS GRANTED PURSUANT TO
SECTION 2 SHALL TERMINATE, AS TO ANY HOLDER, AT SUCH TIME AT WHICH ALL
REGISTRABLE SECURITIES HELD BY SUCH HOLDER CAN BE SOLD IN ANY THREE-MONTH PERIOD
WITHOUT REGISTRATION IN COMPLIANCE WITH RULE 144.
6.
STATE SECURITIES LAWS AND SALE PROCEDURES.
6.1
THE COMPANY SHALL USE ITS BEST EFFORTS TO FILE DOCUMENTS REQUIRED OF
THE COMPANY FOR NORMAL BLUE SKY CLEARANCE IN STATES SPECIFIED IN WRITING BY THE
HOLDERS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY TO
DO BUSINESS OR CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION IN WHICH IT IS
NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED.
6.2
EACH HOLDER AGREES THAT IT WILL NOT EFFECT ANY DISPOSITION OF THE
REGISTRABLE SECURITIES THAT WOULD CONSTITUTE A SALE WITHIN THE MEANING OF THE
SECURITIES ACT OTHER THAN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OR AS CONTEMPLATED IN A REGISTRATION STATEMENT.
6.3
IN THE EVENT OF A SALE OF REGISTRABLE SECURITIES BY THE HOLDER,
UNLESS SUCH REQUIREMENT IS WAIVED BY THE COMPANY IN WRITING, THE HOLDER MUST
ALSO DELIVER TO THE COMPANY'S TRANSFER AGENT, WITH A COPY TO THE COMPANY, A
CERTIFICATE OF SUBSEQUENT SALE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT A, SO THAT THE REGISTRABLE SECURITIES MAY BE PROPERLY TRANSFERRED.
6
7.
INDEMNIFICATION BY THE COMPANY.
THE COMPANY AGREES TO INDEMNIFY
AND HOLD HARMLESS THE HOLDERS AND, IF A HOLDER IS A PERSON OTHER THAN AN
INDIVIDUAL, SUCH HOLDER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES AND AFFILIATES, AND EACH PERSON, IF ANY, THAT CONTROLS A HOLDER
WITHIN THE MEANING OF THE SECURITIES ACT, AND EACH OTHER PERSON, IF ANY, SUBJECT
TO LIABILITY BECAUSE OF HIS, HER OR ITS CONNECTION WITH A HOLDER (EACH, AN
"INDEMNITEE"), AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, ACTIONS,
LIABILITIES, COSTS, AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE FEES,
EXPENSES AND DISBURSEMENTS OF ATTORNEYS AND OTHER PROFESSIONALS), JOINT OR
SEVERAL, ARISING OUT OF OR BASED UPON (I) ANY VIOLATION (OR ALLEGED VIOLATION)
BY THE COMPANY OF THE SECURITIES ACT, THE EXCHANGE ACT OR STATE SECURITIES LAWS
AND RELATING TO ACTION OR INACTION REQUIRED OF THE COMPANY UNDER THE TERMS OF
THIS AGREEMENT OR IN CONNECTION WITH ANY REGISTRATION STATEMENT OR PROSPECTUS;
(II) ANY UNTRUE (OR ALLEGED UNTRUE) STATEMENT OF MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT OR