DATE THE INVESTORS RECEIVE THE NOTICE REFERRED TO IN CLAUSE
(II) AND THE DATE REFERRED TO IN SUCH NOTICE.
THE PROVISIONS OF
SECTION 6(G) HEREOF SHALL NOT BE APPLICABLE DURING THE PERIOD OF ANY ALLOWABLE
GRACE PERIOD.
UPON EXPIRATION OF THE GRACE PERIOD, THE COMPANY SHALL AGAIN BE
BOUND BY THE FIRST SENTENCE OF SECTION 6(F) WITH RESPECT TO THE INFORMATION
GIVING RISE THERETO
10
UNLESS SUCH MATERIAL, NON-PUBLIC INFORMATION IS NO LONGER APPLICABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL CAUSE ITS TRANSFER
AGENT TO DELIVER UNLEGENDED COMMON SHARES TO A TRANSFEREE OF AN INVESTOR IN
ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENTS IN CONNECTION
WITH ANY SALE OF REGISTRABLE SECURITIES WITH RESPECT TO WHICH AN INVESTOR HAS
OTHERWISE COMPLIED WITH THE REQUIREMENTS THEREIN AND ENTERED INTO A CONTRACT FOR
SALE, AND DELIVERED A COPY OF THE PROSPECTUS INCLUDED AS PART OF THE APPLICABLE
REGISTRATION STATEMENT, PRIOR TO THE INVESTOR'S RECEIPT OF THE NOTICE OF A GRACE
PERIOD AND FOR WHICH THE INVESTOR HAS NOT YET SETTLED.
(Q)
IN THE EVENT OF AN UNDERWRITTEN PUBLIC
OFFERING, ANY PARTICIPANT IN THE OFFERING SHALL BE REQUIRED TO ENTER INTO AN
UNDERWRITING AGREEMENT UNDER THE TERMS AND CONDITIONS REASONABLY NEGOTIATED
BETWEEN THE COMPANY AND THE MANAGING UNDERWRITER.
ALL INVESTORS PROPOSING TO
DISTRIBUTE THEIR SECURITIES THROUGH SUCH UNDERWRITING SHALL (TOGETHER WITH THE
COMPANY) ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE
MANAGING UNDERWRITER SELECTED FOR SUCH UNDERWRITING BY THE COMPANY.
NOTWITHSTANDING ANY OTHER PROVISION OF SECTION 6 HEREIN, IF THE MANAGING
UNDERWRITER DETERMINES IN ITS REASONABLE DISCRETION THAT THE SUCCESS OF THE
OFFERING WILL BE JEOPARDIZED WITHOUT A LIMITATION ON THE NUMBER OF SHARES TO BE
UNDERWRITTEN, THE MANAGING UNDERWRITER MAY IN ITS REASONABLE DISCRETION LIMIT
THE REGISTRABLE SECURITIES OR OTHER SECURITIES TO BE DISTRIBUTED THROUGH SUCH
UNDERWRITING PRO RATA, AND IF NECESSARY, EXCLUDE ALL SELLING STOCKHOLDERS, TO
THE EXTENT THAT OTHER STOCKHOLDERS OF THE COMPANY THAT HAVE REGISTRATION RIGHTS
HAVE BEEN SIMILARLY LIMITED.
IF ANY INVESTOR DISAPPROVES OF THE TERMS OF ANY
SUCH UNDERWRITING, SUCH INVESTOR MAY ELECT TO WITHDRAW THEREFROM BY WRITTEN
NOTICE TO THE COMPANY AND THE MANAGING UNDERWRITER.
7.
OBLIGATIONS OF THE INVESTORS.
(A)
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO
THE FIRST ANTICIPATED FILING DATE OF A REGISTRATION STATEMENT, THE COMPANY SHALL
NOTIFY EACH INVESTOR IN WRITING OF THE INFORMATION THE COMPANY REQUIRES FROM
EACH SUCH INVESTOR IF SUCH INVESTOR ELECTS TO HAVE ANY OF SUCH INVESTOR'S
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT.
IT SHALL BE A
CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY 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 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 IN ACCORDANCE WITH THE SECURITIES ACT TO EFFECT
THE EFFECTIVENESS OF THE REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL
EXECUTE SUCH