(I) NO CONTRIBUTION
SHALL BE MADE UNDER CIRCUMSTANCES WHERE THE PARTY WOULD NOT HAVE BEEN LIABLE FOR
INDEMNIFICATION UNDER THE FAULT STANDARDS SET FORTH IN SECTION 6, (II) NO PERSON
GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF
THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY SELLER OF
REGISTRABLE SECURITIES WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION,
AND (III) CONTRIBUTION (TOGETHER WITH ANY INDEMNIFICATION OR OTHER OBLIGATIONS
UNDER THIS AGREEMENT) BY ANY SELLER OF REGISTRABLE SECURITIES SHALL BE LIMITED
IN AMOUNT TO THE NET AMOUNT OF PROCEEDS RECEIVED BY SUCH SELLER FROM THE SALE OF
SUCH REGISTRABLE SECURITIES.
8.
REPORTS UNDER THE EXCHANGE ACT.
WITH A
VIEW TO MAKING AVAILABLE TO THE INVESTORS THE BENEFITS OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OR ANY OTHER SIMILAR RULE OR REGULATION OF THE SEC THAT
MAY AT ANY TIME PERMIT THE INVESTORS TO SELL SECURITIES OF THE COMPANY TO THE
PUBLIC WITHOUT REGISTRATION ("RULE 144"), THE COMPANY AGREES TO:
(A)
FILE WITH THE SEC IN A TIMELY MANNER AND MAKE AND KEEP AVAILABLE
ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT
AND THE EXCHANGE ACT SO LONG AS THE COMPANY REMAINS SUBJECT TO SUCH REQUIREMENTS
(IT BEING UNDERSTOOD THAT NOTHING HEREIN SHALL LIMIT THE COMPANY'S OBLIGATIONS
UNDER SECTION 4(C) OF THE SECURITIES
11
PURCHASE AGREEMENT) AND THE FILING AND AVAILABILITY OF SUCH REPORTS AND OTHER
DOCUMENTS IS REQUIRED FOR THE APPLICABLE PROVISIONS OF RULE 144; AND
(B)
FURNISH TO EACH INVESTOR SO LONG AS SUCH INVESTOR OWNS REGISTRABLE
SECURITIES, PROMPTLY UPON REQUEST, (I) A WRITTEN STATEMENT BY THE COMPANY THAT
IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144, THE SECURITIES ACT
AND THE EXCHANGE ACT, (II) A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT
OF THE COMPANY AND SUCH OTHER REPORTS AND DOCUMENTS SO FILED BY THE COMPANY, AND
(III) SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED TO PERMIT THE
INVESTORS TO SELL SUCH SECURITIES UNDER RULE 144 WITHOUT REGISTRATION.
9.
ASSIGNMENT OF REGISTRATION RIGHTS.
THE
RIGHTS OF THE INVESTORS HEREUNDER, INCLUDING THE RIGHT TO HAVE THE COMPANY
REGISTER REGISTRABLE SECURITIES PURSUANT TO THIS AGREEMENT, SHALL BE
AUTOMATICALLY ASSIGNABLE BY EACH INVESTOR TO ANY TRANSFEREE OF AT LEAST 10,000
SHARES OF REGISTRABLE SECURITIES OR ANY ASSIGNEE OF THE SECURITIES PURCHASE
AGREEMENT IF: (I) THE INVESTOR AGREES IN WRITING WITH THE TRANSFEREE OR ASSIGNEE
TO ASSIGN SUCH RIGHTS, AND A COPY OF SUCH AGREEMENT IS FURNISHED TO THE COMPANY
AFTER SUCH ASSIGNMENT, (II) THE COMPANY IS FURNISHED WITH WRITTEN NOTICE OF (A)
THE NAME AND ADDRESS OF SUCH TRANSFEREE OR ASSIGNEE, AND (B) THE SECURITIES WITH
RESPECT TO WHICH SUCH REGISTRATION RIGHTS ARE BEING TRANSFERRED OR ASSIGNED, AND
(III) THE TRANSFEREE OR ASSIGNEE AGREES IN WRITING FOR THE BENEFIT OF THE
COMPANY TO BE BOUND BY ALL OF THE PROVISIONS CONTAINED HEREIN.
IN ADDITION, AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE
REGISTRABLE SECURITIES MAY BE PLEDGED, AND ALL RIGHTS OF THE