SHALL HAVE PRIORITY OVER ANY PURCHASED SHARES HELD BY THE INVESTOR, AND THE
NUMBER OF SHARES TO BE INCLUDED BY THE INVESTOR AND OTHER HOLDERS OF THE
COMPANY'S SECURITIES EXERCISING SIMILAR PIGGYBACK REGISTRATION RIGHTS SHALL BE
REDUCED PRO RATA ON THE BASIS OF THE PERCENTAGE OF THE THEN OUTSTANDING
PURCHASED SHARES HELD BY THE INVESTOR AND ALL SUCH OTHER HOLDERS EXERCISING
SIMILAR PIGGYBACK REGISTRATION RIGHTS.
NOTWITHSTANDING THE PROVISIONS OF THIS
SECTION 3.2(B), THE COMPANY SHALL HAVE THE RIGHT AT ANY TIME AFTER IT SHALL HAVE
GIVEN WRITTEN NOTICE TO THE INVESTOR PURSUANT TO SECTION 3.2(B)(I) (IRRESPECTIVE
OF WHETHER A WRITTEN REQUEST FOR INCLUSION OF ANY SUCH SECURITIES SHALL HAVE
BEEN MADE) TO ELECT NOT TO FILE ANY SUCH PROPOSED REGISTRATION STATEMENT, OR TO
WITHDRAW THE SAME AFTER FILING, BUT PRIOR TO EFFECTIVENESS.
(C)
REGISTRATION PROCEDURES AND OTHER MATTERS.
IF AND WHEN THE COMPANY IS REQUIRED BY THE PROVISIONS OF PARAGRAPHS (A) OR
(B) TO REGISTER PURCHASED SHARES, THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO:
(I)
FURNISH TO THE INVESTOR WITH RESPECT TO
THE PURCHASED SHARES REGISTERED UNDER ANY REGISTRATION STATEMENT FILED BY THE
COMPANY PURSUANT TO SECTIONS 3.2(A) OR (B) HEREOF (A "REGISTRATION STATEMENT")
SUCH NUMBER OF COPIES OF THE REGISTRATION STATEMENT, PROSPECTUSES AND
PRELIMINARY PROSPECTUSES IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER DOCUMENTS AS THE INVESTOR MAY REASONABLY REQUEST, IN ORDER TO
FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE PURCHASED
SHARES BY THE INVESTOR;
(II)
FILE DOCUMENTS REQUIRED FOR COMPLIANCE
WITH BLUE SKY LAWS IN STATES SPECIFIED IN WRITING BY THE INVESTOR AND USE ITS
REASONABLE BEST EFFORTS TO MAINTAIN SUCH BLUE SKY QUALIFICATIONS DURING THE
PERIOD THE COMPANY IS REQUIRED TO MAINTAIN THE EFFECTIVENESS OF SUCH DEMAND
REGISTRATION STATEMENT PURSUANT TO SECTION 3.2(A) HEREOF; PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY TO DO BUSINESS OR CONSENT TO
SERVICE OF PROCESS IN ANY JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR
HAS NOT SO CONSENTED;
(III)
BEAR ALL REASONABLE EXPENSES IN CONNECTION
WITH THE PROCEDURES IN THIS SECTION 3.2 AND THE REGISTRATION OF THE PURCHASED
SHARES PURSUANT TO THE REGISTRATION STATEMENT;
(IV)
ADVISE THE INVESTOR PROMPTLY AFTER IT SHALL
RECEIVE NOTICE OR OBTAIN KNOWLEDGE OF THE ISSUANCE OF ANY STOP ORDER BY THE SEC
DELAYING OR SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR OF THE
INITIATION OR THREAT OF ANY PROCEEDING FOR THAT PURPOSE; AND PROMPTLY USE ITS
REASONABLE BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO OBTAIN
ITS WITHDRAWAL AT THE EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER SHOULD BE
ISSUED; AND
15
(V)
PROVIDE A "PLAN OF DISTRIBUTION" SECTION OF
THE REGISTRATION STATEMENT SUBSTANTIALLY IN A FORM REASONABLY ACCEPTABLE TO THE
INVESTOR (SUBJECT TO THE COMMENTS OF THE SEC).
(D)
THE COMPANY UNDERSTANDS THAT THE INVESTOR
DISCLAIMS ANY CLASSIFICATION AS AN UNDERWRITER; PROVIDED, HOWEVER, THAT THE FACT
OF THE INVESTOR BEING CLASSIFIED AS AN UNDERWRITER BY THE SEC SHALL NOT RELIEVE
THE