LEAST TEN (10) 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
A-11
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 TO EFFECT AND MAINTAIN THE EFFECTIVENESS OF THE
REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN
CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
(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 ANY 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.
(C)
EACH INVESTOR AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF
THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(H) OR THE FIRST
SENTENCE OF 3(G), SUCH INVESTOR WILL IMMEDIATELY DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT(S) COVERING SUCH
REGISTRABLE SECURITIES UNTIL WITH REGARD TO A DISCONTINUANCE PURSUANT TO SECTION
3(H), SUCH INVESTOR'S RECEIPT OF A WRITTEN NOTICE FROM THE COMPANY THAT THERE IS
NO FURTHER EVENT UNDER SECTION 3(H) IN EFFECT AND WITH REGARD TO A
DISCONTINUANCE PURSUANT TO THE FIRST SENTENCE OF SECTION 3(G), SUCH INVESTOR'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
THE FIRST SENTENCE OF 3(G) OR RECEIPT OF NOTICE THAT NO SUPPLEMENT OR AMENDMENT
IS REQUIRED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL CAUSE
ITS TRANSFER AGENT TO DELIVER UNLEGENDED SHARES OF COMMON STOCK TO A TRANSFEREE
OF AN INVESTOR IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT
IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH RESPECT TO WHICH AN
INVESTOR HAS ENTERED INTO A CONTRACT FOR SALE PRIOR TO THE INVESTOR'S RECEIPT OF
A NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN
SECTION 3(H) OR THE FIRST SENTENCE OF 3(G) AND FOR WHICH THE INVESTOR HAS NOT
YET SETTLED.
(D)
EACH INVESTOR COVENANTS AND AGREES THAT IT WILL COMPLY WITH THE PROSPECTUS
DELIVERY REQUIREMENTS OF THE 1933 ACT AS APPLICABLE TO IT OR AN EXEMPTION
THEREFROM IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT.
14.
EXPENSES OF REGISTRATION.
All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing