THE
COMPANY SHALL NOT BE LIABLE FOR LIQUIDATED DAMAGES UNDER THIS AGREEMENT AS TO
ANY REGISTRABLE SECURITIES WHICH ARE NOT PERMITTED BY THE COMMISSION TO BE
INCLUDED IN A REGISTRATION STATEMENT DUE SOLELY TO SEC GUIDANCE FROM THE TIME
THAT IT IS DETERMINED THAT SUCH REGISTRABLE SECURITIES ARE NOT PERMITTED TO BE
REGISTERED UNTIL SUCH TIME AS THE PROVISIONS OF THIS AGREEMENT AS TO THE
REMAINDER REGISTRATION STATEMENTS REQUIRED TO BE FILED HEREUNDER ARE TRIGGERED,
IN WHICH CASE THE PROVISIONS OF THIS SECTION 2(C) SHALL ONCE AGAIN APPLY.
IN
SUCH CASE, THE LIQUIDATED DAMAGES SHALL BE CALCULATED TO ONLY APPLY TO THE
PERCENTAGE OF REGISTRABLE SECURITIES WHICH ARE PERMITTED IN ACCORDANCE WITH SEC
GUIDANCE TO BE INCLUDED IN SUCH REGISTRATION STATEMENT.
THE COMPANY MAY
REQUIRE, FROM TIME TO TIME, INFORMATION BY A HOLDER THAT IS NECESSARY TO
COMPLETE THE
6
REGISTRATION STATEMENT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES
ACT.
IN THE EVENT OF THE FAILURE BY SUCH HOLDER TO COMPLY WITH THE COMPANY'S
REQUEST WITHIN FIFTEEN (15) DAYS FROM THE DATE OF SUCH REQUEST, THE COMPANY
SHALL BE PERMITTED TO EXCLUDE SUCH HOLDER FROM A REGISTRATION STATEMENT, WITHOUT
BEING SUBJECT TO THE PAYMENT OF LIQUIDATED DAMAGES TO SUCH HOLDER. AT SUCH TIME
THAT SUCH HOLDER COMPLIES WITH THE COMPANY'S REQUEST THE COMPANY SHALL USE ITS
BEST EFFORTS TO INCLUDE SUCH HOLDER ON THE REGISTRATION STATEMENT.
(D)
EACH HOLDER AGREES TO FURNISH TO THE COMPANY A COMPLETED SELLING
STOCKHOLDER QUESTIONNAIRE NOT MORE THAN FIVE (5) TRADING DAYS FOLLOWING THE DATE
OF THIS AGREEMENT. AT LEAST TEN (10) TRADING DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF A REGISTRATION STATEMENT FOR ANY REGISTRATION UNDER THIS
AGREEMENT, THE COMPANY WILL NOTIFY EACH HOLDER OF THE INFORMATION THE COMPANY
REQUIRES FROM THAT HOLDER OTHER THAN THE INFORMATION CONTAINED IN THE SELLING
STOCKHOLDER QUESTIONNAIRE, IF ANY, WHICH SHALL BE COMPLETED AND DELIVERED TO THE
COMPANY PROMPTLY UPON REQUEST AND, IN ANY EVENT, WITHIN THREE (3) TRADING DAYS
PRIOR TO THE APPLICABLE ANTICIPATED FILING DATE.
EACH HOLDER FURTHER AGREES
THAT IT SHALL NOT BE ENTITLED TO BE NAMED AS A SELLING SECURITYHOLDER IN THE
REGISTRATION STATEMENT OR USE THE PROSPECTUS FOR OFFERS AND RESALES OF
REGISTRABLE SECURITIES AT ANY TIME, UNLESS SUCH HOLDER HAS RETURNED TO THE
COMPANY A COMPLETED AND SIGNED SELLING STOCKHOLDER QUESTIONNAIRE AND A RESPONSE
TO ANY REQUESTS FOR FURTHER INFORMATION AS DESCRIBED IN THE PREVIOUS SENTENCE.
IF A HOLDER OF REGISTRABLE SECURITIES RETURNS A SELLING STOCKHOLDER
QUESTIONNAIRE OR A REQUEST FOR FURTHER INFORMATION, IN EITHER CASE, AFTER ITS
RESPECTIVE DEADLINE, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
AT THE EXPENSE OF THE HOLDER WHO FAILED TO RETURN THE SELLING STOCKHOLDER
QUESTIONNAIRE OR TO RESPOND FOR FURTHER INFORMATION TO TAKE SUCH ACTIONS AS ARE
REQUIRED TO NAME SUCH HOLDER AS A SELLING SECURITY HOLDER IN THE REGISTRATION
STATEMENT OR ANY PRE-EFFECTIVE OR POST-EFFECTIVE AMENDMENT THERETO AND TO
INCLUDE (TO THE EXTENT NOT THERETOFORE INCLUDED) IN THE REGISTRATION STATEMENT
THE REGISTRABLE SECURITIES IDENTIFIED IN SUCH LATE SELLING STOCKHOLDER
QUESTIONNAIRE