SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO A REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
WITH SUCH REGISTRATION STATEMENT AS MAY BE NECESSARY IN ORDER TO CHANGE THE PLAN
OF DISTRIBUTION SET FORTH IN SUCH REGISTRATION STATEMENT.
(Q)
THE COMPANY SHALL COMPLY WITH ALL APPLICABLE LAWS RELATED TO A
REGISTRATION STATEMENT AND OFFERING AND SALE OF SECURITIES AND ALL APPLICABLE
RULES AND REGULATIONS OF GOVERNMENTAL AUTHORITIES IN CONNECTION THEREWITH
(INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT AND THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND THE RULES AND REGULATIONS
PROMULGATED BY THE SEC.)
(R)
FROM AND AFTER THE DATE OF THIS AGREEMENT, THE COMPANY SHALL NOT,
AND SHALL NOT AGREE TO, ALLOW THE HOLDERS OF ANY SECURITIES OF THE COMPANY TO
INCLUDE ANY OF THEIR SECURITIES WHICH ARE NOT REGISTRABLE SECURITIES IN THE
REGISTRATION STATEMENT UNDER SECTION 2(A) HEREOF OR ANY AMENDMENT OR SUPPLEMENT
THERETO UNDER SECTION 3(B) HEREOF WITHOUT THE CONSENT OF THE HOLDERS OF A
MAJORITY IN INTEREST OF THE REGISTRABLE SECURITIES OTHER THAN AS IDENTIFIED ON
SCHEDULE 3(R) HERETO.
4.
OBLIGATIONS OF THE INVESTORS.
In connection with the registration of the Registrable Securities, the Investors
shall have the following obligations:
(A)
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 TO EFFECT THE REGISTRATION
OF SUCH
7
REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH
REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
AT LEAST FIVE (5) TRADING
DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE OF THE REGISTRATION STATEMENT,
THE COMPANY SHALL NOTIFY EACH INVESTOR OF THE INFORMATION THE COMPANY REASONABLY
REQUIRES FROM EACH SUCH INVESTOR.
(B)
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE OF THE REGISTRABLE
SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF THE REGISTRATION
STATEMENT HEREUNDER, UNLESS SUCH INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF
SUCH INVESTOR'S ELECTION TO EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE
SECURITIES FROM SUCH REGISTRATION STATEMENT.
THE COMPANY SHALL NOT BE REQUIRED
TO INCLUDE IN ANY REGISTRATION STATEMENT THE REGISTRABLE SECURITIES OF ANY
INVESTOR WHO FAILS TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED IN
CONNECTION WITH THE PREPARATION AND FILING OF THE REGISTRATION STATEMENT.
(C)
INTENTIONALLY OMITTED.
(D)
EACH INVESTOR AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTIONS 3(F) OR
3(G), SUCH INVESTOR WILL IMMEDIATELY DISCONTINUE DISPOSITION OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE
SECURITIES UNTIL SUCH INVESTOR'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS CONTEMPLATED BY SECTIONS 3(F) OR 3(G) AND, IF SO DIRECTED BY
THE COMPANY, SUCH