ANY SHELF REGISTRATION STATEMENT (OTHER THAN
SUCH REGISTRATION OR A SPECIAL REGISTRATION) COVERING ANY OF ITS EQUITY
SECURITIES, OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE
FOR SUCH SECURITIES, DURING THE PERIOD NOT TO EXCEED TEN DAYS PRIOR AND 60 DAYS
FOLLOWING THE EFFECTIVE DATE OF SUCH OFFERING OR SUCH LONGER PERIOD UP TO 90
DAYS AS MAY BE REQUESTED BY THE MANAGING UNDERWRITER.
THE COMPANY ALSO AGREES
TO CAUSE EACH OF ITS DIRECTORS AND SENIOR EXECUTIVE OFFICERS TO EXECUTE AND
DELIVER CUSTOMARY LOCKUP AGREEMENTS IN SUCH FORM AND FOR SUCH TIME PERIOD UP TO
90 DAYS AS MAY BE REQUESTED BY THE MANAGING UNDERWRITER.
(J)
RULE 144; RULE 144A REPORTING.
WITH A
VIEW TO MAKING AVAILABLE TO THE INVESTOR AND HOLDERS THE BENEFITS OF CERTAIN
RULES AND REGULATIONS OF THE SEC WHICH MAY PERMIT THE SALE OF THE REGISTRABLE
SECURITIES TO THE PUBLIC WITHOUT REGISTRATION, THE COMPANY AGREES TO USE ITS
REASONABLE BEST EFFORTS TO:
50
(1)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE,
AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144(C)(1) OR ANY SIMILAR OR
ANALOGOUS RULE PROMULGATED UNDER THE SECURITIES ACT, AT ALL TIMES AFTER THE
EFFECTIVE DATE OF THIS AGREEMENT;
(2)
FILE WITH THE SEC, IN A TIMELY MANNER, ALL
REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE EXCHANGE ACT, AND
IF AT ANY TIME THE COMPANY IS NOT REQUIRED TO FILE SUCH REPORTS, MAKE AVAILABLE,
UPON THE REQUEST OF ANY HOLDER, SUCH INFORMATION NECESSARY TO PERMIT SALES
PURSUANT TO RULE 144A (INCLUDING THE INFORMATION REQUIRED BY RULE 144A(D) (4)
AND THE SECURITIES ACT);
(3)
SO LONG AS THE INVESTOR OR A HOLDER OWNS
ANY REGISTRABLE SECURITIES, FURNISH TO THE INVESTOR OR SUCH HOLDER FORTHWITH
UPON REQUEST: A WRITTEN STATEMENT BY THE COMPANY AS TO ITS COMPLIANCE WITH THE
REPORTING REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, AND OF THE EXCHANGE
ACT; A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY; AND
SUCH OTHER REPORTS AND DOCUMENTS AS THE INVESTOR OR HOLDER MAY REASONABLY
REQUEST IN AVAILING ITSELF OF ANY RULE OR REGULATION OF THE SEC ALLOWING IT TO
SELL ANY SUCH SECURITIES WITHOUT REGISTRATION; AND
(4)
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.
(K)
AS USED IN THIS SECTION 4.10, THE FOLLOWING
TERMS SHALL HAVE THE FOLLOWING RESPECTIVE MEANINGS:
(1)
"HOLDER" MEANS THE INVESTOR AND ANY OTHER
HOLDER OF REGISTRABLE SECURITIES TO WHOM THE REGISTRATION RIGHTS CONFERRED BY
THIS AGREEMENT HAVE BEEN TRANSFERRED IN COMPLIANCE WITH SECTION 4.10(H) HEREOF.
(2)
"HOLDERS' COUNSEL" MEANS ONE COUNSEL FOR
THE SELLING HOLDERS CHOSEN BY HOLDERS HOLDING A MAJORITY INTEREST IN THE
REGISTRABLE SECURITIES BEING REGISTERED.
(3)
"REGISTER," "REGISTERED," AND
"REGISTRATION" SHALL REFER TO A REGISTRATION EFFECTED BY PREPARING AND
(A) FILING A REGISTRATION STATEMENT IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE RULES AND REGULATIONS THEREUNDER, AND THE DECLARATION OR ORDERING OF