REGISTRATION
STATEMENT.
EACH PURCHASER FURTHER AGREES THAT, UPON RECEIPT OF A NOTICE FROM
THE COMPANY OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTIONS
6.2(C)(V), (VI) OR (VII), SUCH PURCHASER WILL DISCONTINUE DISPOSITION OF SUCH
REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL SUCH PURCHASER'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION
STATEMENT CONTEMPLATED BY SECTION 6.2(J), OR UNTIL IT IS ADVISED IN WRITING (THE
"ADVICE") BY THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS MAY BE
RESUMED, AND, IN EITHER CASE, HAS RECEIVED COPIES OF ANY ADDITIONAL OR
SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT.
THE COMPANY MAY PROVIDE
APPROPRIATE STOP ORDERS TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH.
6.6
NO PIGGYBACK ON REGISTRATIONS.
NEITHER THE COMPANY NOR ANY OF
ITS SECURITY HOLDERS (OTHER THAN THE PURCHASERS IN SUCH CAPACITY PURSUANT
HERETO) MAY INCLUDE SECURITIES OF THE COMPANY IN THE REGISTRATION STATEMENT
OTHER THAN THE REGISTRABLE SECURITIES, AND THE COMPANY SHALL NOT AFTER THE DATE
HEREOF ENTER INTO ANY AGREEMENT PROVIDING ANY SUCH RIGHT TO ANY OF ITS SECURITY
HOLDERS, IN EITHER CASE WITHOUT THE CONSENT OF PURCHASERS HOLDING A MAJORITY OF
THE REGISTRABLE SECURITIES.
6.7
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME
DURING THE EFFECTIVENESS PERIOD THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT
COVERING ALL OF THE REGISTRABLE SECURITIES AND THE COMPANY SHALL DETERMINE TO
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT RELATING TO AN
OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT
OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS
PROMULGATED UNDER THE SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO
EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY
ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION
OR OTHER EMPLOYEE BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH PURCHASER
WRITTEN NOTICE OF SUCH DETERMINATION AND IF, WITHIN FIVE DAYS AFTER RECEIPT OF
SUCH NOTICE, ANY SUCH PURCHASER SHALL SO REQUEST IN WRITING, THE COMPANY SHALL
INCLUDE IN SUCH REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE
SECURITIES SUCH PURCHASER REQUESTS TO BE REGISTERED; PROVIDED THAT, IF THE
MANAGING UNDERWRITER OR UNDERWRITERS OF ANY SUCH OFFERING HAVE INFORMED THE
COMPANY, THAT IT IS THEIR OPINION THAT THE TOTAL NUMBER OF SHARES WHICH THE
COMPANY (SUCH SHARES, "PRIMARY SHARES"), HOLDERS OF REGISTRABLE SHARES AND ANY
OTHER PERSON PARTICIPATING IN SUCH REGISTRATION (SUCH SHARES, "OTHER SHARES")
INTEND TO INCLUDE IN SUCH OFFERING WOULD INTERFERE WITH THE SUCCESSFUL MARKETING
(INCLUDING PRICING) OF SUCH OFFERING, THEN THE NUMBER OF PRIMARY SHARES,
REGISTRABLE SHARES AND OTHER SHARES PROPOSED TO BE INCLUDED IN SUCH REGISTRATION
SHALL
BE INCLUDED IN THE FOLLOWING ORDER: (I) FIRST, THE PRIMARY SHARES; AND
(II) SECOND, THE REGISTRABLE SHARES AND THE OTHER SHARES, PRO RATA AMONG HOLDERS
OF REGISTRABLE SHARES AND THE HOLDERS OF OTHER SHARES THAT HAVE REQUESTED THAT
THEIR REGISTRABLE SHARES OR OTHER SHARES,