THE "SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION" SECTIONS
IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B. THE COMPANY SHALL USE
ITS BEST EFFORTS TO HAVE THE REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE
SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THE EFFECTIVENESS
DEADLINE. BY 9:30 A.M. ON THE BUSINESS DAY FOLLOWING THE EFFECTIVE DATE, THE
COMPANY SHALL FILE WITH THE SEC IN ACCORDANCE WITH RULE 424 UNDER THE 1933 ACT
THE FINAL PROSPECTUS TO BE USED IN CONNECTION WITH SALES PURSUANT TO SUCH
REGISTRATION STATEMENT.
B.
ALLOCATION OF REGISTRABLE SECURITIES. THE INITIAL
NUMBER OF REGISTRABLE SECURITIES INCLUDED IN ANY REGISTRATION STATEMENT AND ANY
INCREASE IN THE NUMBER OF REGISTRABLE SECURITIES INCLUDED THEREIN SHALL BE
ALLOCATED PRO RATA AMONG THE INVESTORS BASED ON THE NUMBER OF REGISTRABLE
SECURITIES HELD BY EACH INVESTOR AT THE TIME THE REGISTRATION STATEMENT COVERING
SUCH INITIAL NUMBER OF REGISTRABLE SECURITIES OR INCREASE THEREOF IS DECLARED
EFFECTIVE BY THE SEC. IN THE EVENT THAT AN INVESTOR SELLS OR OTHERWISE TRANSFERS
ANY OF SUCH INVESTOR'S REGISTRABLE SECURITIES, EACH TRANSFEREE THAT BECOMES AN
INVESTOR SHALL BE ALLOCATED A PRO RATA PORTION OF THE THEN REMAINING NUMBER OF
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT FOR SUCH
TRANSFEROR. ANY SHARES OF COMMON STOCK INCLUDED IN A REGISTRATION STATEMENT AND
WHICH REMAIN ALLOCATED TO ANY PERSON WHICH CEASES TO HOLD ANY REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT SHALL BE ALLOCATED TO THE
REMAINING INVESTORS, PRO RATA BASED ON THE NUMBER OF REGISTRABLE SECURITIES THEN
HELD BY SUCH INVESTORS WHICH ARE COVERED BY SUCH REGISTRATION STATEMENT. EXCEPT
AS SET FORTH ON SCHEDULE 2(B), IN NO EVENT SHALL THE COMPANY INCLUDE ANY
SECURITIES OTHER THAN REGISTRABLE SECURITIES ON ANY REGISTRATION STATEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED HOLDERS.
C.
LEGAL COUNSEL. SUBJECT TO SECTION 5 HEREOF, THE
REQUIRED HOLDERS SHALL HAVE THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REVIEW AND
OVERSEE ANY REGISTRATION PURSUANT TO THIS SECTION 2 ("LEGAL COUNSEL"), WHICH
SHALL BE SCHULTE ROTH & ZABEL LLP OR SUCH OTHER COUNSEL AS THEREAFTER DESIGNATED
BY THE REQUIRED HOLDERS. THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY
COOPERATE WITH EACH OTHER IN REGARDS TO THE PERFORMANCE OF THE COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT.
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D.
INELIGIBILITY FOR FORM S-3. IN THE EVENT THAT
FORM S-3 IS NOT AVAILABLE FOR THE REGISTRATION OF THE RESALE OF REGISTRABLE
SECURITIES HEREUNDER, THE COMPANY SHALL (I) REGISTER THE RESALE OF THE
REGISTRABLE SECURITIES ON FORM SB-2 OR ANOTHER APPROPRIATE FORM REASONABLY
ACCEPTABLE TO THE REQUIRED HOLDERS AND (II) UNDERTAKE TO REGISTER THE
REGISTRABLE SECURITIES ON FORM S-3 AS SOON AS SUCH FORM IS AVAILABLE, PROVIDED
THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
THEN IN EFFECT UNTIL SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3 COVERING
THE REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC.
E.
SUFFICIENT NUMBER OF SHARES REGISTERED. IN THE
EVENT THE NUMBER OF SHARES AVAILABLE UNDER A REGISTRATION STATEMENT FILED
PURSUANT TO SECTION 2(A) IS INSUFFICIENT TO COVER ALL OF