WAS SUSPENDED UNDER THIS SECTION 2.05(A).
THE
ISSUER SHALL NOT IMPOSE, IN ANY 360 CALENDER DAY PERIOD, BLACKOUT PERIODS
LASTING, IN THE AGGREGATE, IN EXCESS OF 120 CALENDAR DAYS.
(B)
IF THE ISSUER DECLARES A BLACKOUT PERIOD WITH RESPECT TO A DEMAND
REGISTRATION STATEMENT THAT HAS NOT YET BEEN DECLARED EFFECTIVE, (I) THE LEAD
HOLDER MAY BY NOTICE TO THE ISSUER WITHDRAW THE RELATED DEMAND REQUEST WITHOUT
SUCH DEMAND REQUEST COUNTING AGAINST THE THREE DEMAND REQUESTS PERMITTED TO BE
MADE UNDER SECTION 2.01 AND (II) NEITHER THE LEAD HOLDER NOR ANY OTHER HOLDER
WILL BE RESPONSIBLE FOR THE ISSUER'S RELATED REGISTRATION EXPENSES.
SECTION 2.06.
SEC ORDERS SUSPENDING EFFECTIVENESS.
THE ISSUER SHALL
NOTIFY THE LEAD HOLDER AND ALL OTHER HOLDERS THAT HAVE REGISTRABLE SHARES
INCLUDED IN A REGISTRATION STATEMENT OF ANY STOP ORDER THREATENED OR ISSUED BY
THE SEC (TO THE EXTENT KNOWN TO THE ISSUER) WITH RESPECT TO SUCH REGISTRATION
STATEMENT AND, AS TO THREATENED ORDERS, SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO PREVENT THE ENTRY OF SUCH STOP ORDER.
IF THE EFFECTIVENESS OF A
REGISTRATION STATEMENT IS SUSPENDED BY A STOP ORDER ISSUED BY THE SEC AT ANY
TIME DURING THE EFFECTIVENESS PERIOD, THE ISSUER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN THE PROMPT WITHDRAWAL OF SUCH ORDER AND TO AMEND
THE REGISTRATION STATEMENT IN A MANNER REASONABLY EXPECTED BY THE ISSUER TO
OBTAIN THE WITHDRAWAL OF SUCH ORDER.
SECTION 2.07.
PLAN OF DISTRIBUTION.
THE "PLAN OF DISTRIBUTION" SECTION
OF EACH PROSPECTUS INCLUDED IN A DEMAND REGISTRATION STATEMENT WITH RESPECT TO
AN OFFERING TO BE MADE ON A DELAYED OR CONTINUOUS BASIS UNDER RULE 415 SHALL BE
SUBSTANTIALLY IN THE FORM OF ANNEX A HERETO OR IN A FORM OTHERWISE APPROPRIATE,
SUBJECT TO THE COMMENTS OF THE SEC AND THE INCLUSION OF SUCH OTHER INFORMATION
AS IS REQUIRED BY APPLICABLE SEC REGULATIONS OR TO CONFORM WITH APPLICABLE SEC
PRACTICE.
EACH HOLDER AGREES TO DISPOSE OF ITS REGISTRABLE SHARES UNDER A
REGISTRATION STATEMENT IN ACCORDANCE WITH THE "PLAN OF DISTRIBUTION" SECTION OF
THE PROSPECTUS.
SECTION 2.08.
EXPENSES.
SUBJECT TO SECTION 2.02, THE ISSUER SHALL PAY
ALL REGISTRATION EXPENSES, AND EACH HOLDER SHALL (I) PAY ALL OTHER EXPENSES
INCURRED BY IT AND (II) REIMBURSE THE ISSUER FOR ANY OTHER OUT-OF-POCKET
EXPENSES REASONABLY INCURRED BY THE ISSUER, IN EACH CASE IN CONNECTION WITH ANY
REGISTRATION OF ITS REGISTRABLE SHARES PURSUANT TO THIS AGREEMENT.
SECTION 2.09.
TRANSFER OF REGISTRATION RIGHTS.
EACH HOLDER SHALL HAVE
THE RIGHT TO TRANSFER, BY WRITTEN AGREEMENT, ANY OR ALL OF ITS RIGHTS GRANTED
UNDER THIS AGREEMENT TO ANY DIRECT OR INDIRECT TRANSFEREE OF SUCH HOLDER'S
REGISTRABLE SHARES (EACH PERSON TO WHOM RIGHTS TO REGISTER SHARES SHALL HAVE
BEEN SO TRANSFERRED HEREUNDER A "PERMITTED TRANSFEREE"); PROVIDED, (I) SUCH
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TRANSFEREE IS LIBERTY, A LIBERTY PARTY, OR AN AFFILIATE OF LIBERTY OR A LIBERTY
PARTY, OR (II) SUCH TRANSFEREE IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS
DEFINED IN RULE 501 OF REGULATION D PROMULGATED UNDER THE 1933 ACT, AND IN
EITHER SUCH CASE (X) SUCH TRANSFEREE AGREES, IN WRITING