OF SUCH FRAUDULENT MISREPRESENTATION.
FOR PURPOSES OF THIS
SECTION 4.8, EACH PERSON, IF ANY, WHO CONTROLS AN UNDERWRITER OR AGENT WITHIN
THE MEANING OF SECTION 15 OF THE SECURITIES ACT SHALL HAVE THE SAME RIGHTS TO
CONTRIBUTION AS SUCH UNDERWRITER OR AGENT AND EACH DIRECTOR OF THE COMPANY, EACH
OFFICER OF THE COMPANY WHO SIGNED A REGISTRATION STATEMENT, AND EACH PERSON, IF
ANY, WHO CONTROLS THE COMPANY OR A SELLING HOLDER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT SHALL HAVE THE SAME RIGHTS TO CONTRIBUTION AS
THE COMPANY OR SUCH SELLING HOLDER, AS THE CASE MAY BE.
4.9
REPRESENTATIONS, WARRANTIES AND INDEMNITIES TO SURVIVE.
THE
INDEMNITY AND CONTRIBUTION AGREEMENTS CONTAINED IN THIS ARTICLE 4 AND THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY REFERRED TO IN
SECTION 4.3(K) SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF
(I) ANY TERMINATION OF ANY UNDERWRITING OR AGENCY AGREEMENT, (II) ANY
INVESTIGATION MADE BY OR ON BEHALF OF THE SELLING HOLDERS, THE COMPANY OR ANY
UNDERWRITER OR AGENT OR CONTROLLING PERSON OR (III) THE CONSUMMATION OF THE SALE
OR SUCCESSIVE RESALES OF THE REGISTRABLE SECURITIES.
4.10
LOCK-UP AGREEMENTS.
THE COMPANY AGREES THAT, IF REQUESTED BY THE
MANAGING UNDERWRITER IN ANY UNDERWRITTEN PUBLIC OFFERING PERMITTED BY THIS
AGREEMENT, IT WILL NOT, DIRECTLY OR INDIRECTLY, SELL, OFFER TO SELL, GRANT ANY
OPTION FOR THE SALE OF, OR OTHERWISE DISPOSE OF ANY COMMON STOCK OR SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR COMMON STOCK (SUBJECT TO
CUSTOMARY EXCEPTIONS), OTHER THAN ANY SUCH SALE OR DISTRIBUTION OF COMMON STOCK
UPON EXERCISE OF THE COMPANY'S WARRANTS, IN THE CASE OF AN UNDERWRITTEN OFFERING
FOR A PERIOD OF 60 DAYS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
PERTAINING TO SUCH COMMON STOCK; PROVIDED, HOWEVER, THAT ANY SUCH LOCK-UP
AGREEMENT SHALL NOT PROHIBIT THE COMPANY FROM DIRECTLY OR INDIRECTLY (I)
SELLING, OFFERING TO SELL, GRANTING ANY OPTION FOR THE SALE OF, OR OTHERWISE
DISPOSING OF ANY QUALIFYING EMPLOYEE STOCK (OR OTHERWISE MAINTAINING ITS
EMPLOYEE BENEFITS PLANS IN THE ORDINARY COURSE OF BUSINESS) OR (II) ISSUING
COMMON STOCK OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK
UPON EXERCISE OR CONVERSION OF ANY WARRANT (INCLUDING ANY OTHER WARRANT),
OPTION, RIGHT OR CONVERTIBLE OR EXCHANGEABLE SECURITY ISSUED IN CONNECTION WITH
THE PLAN OF REORGANIZATION.
THE TOTAL NUMBER OF DAYS THAT ANY SUCH LOCK-UP
AGREEMENT MAY BE IN EFFECT IN ANY 365-DAY PERIOD SHALL NOT EXCEED 120 DAYS.
THE
LOCK-UP AGREEMENTS SET FORTH IN THIS SECTION 4.10 SHALL BE SUBJECT TO CUSTOMARY
EXCEPTIONS THAT MAY BE CONTAINED IN AN UNDERWRITING AGREEMENT IF ANY SUCH
REGISTRATION INVOLVES A SIMILAR UNDERWRITTEN OFFERING.
4.11
RULE 144 REPORTING.
WITH A VIEW TO MAKING AVAILABLE TO THE 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, SO LONG AS IT IS SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS
OF THE SECURITIES ACT, TO USE ITS REASONABLE BEST EFFORTS TO:
(A)
MAKE AND KEEP PUBLIC