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.
(G)
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 OR
DIRECTOR BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH HOLDER WRITTEN
NOTICE OF SUCH DETERMINATION AND, IF WITHIN FIFTEEN DAYS AFTER RECEIPT OF SUCH
NOTICE, ANY SUCH HOLDER SHALL SO REQUEST IN WRITING, THE COMPANY SHALL INCLUDE
IN SUCH REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE SECURITIES
SUCH HOLDER REQUESTS TO BE REGISTERED, SUBJECT TO CUSTOMARY UNDERWRITER CUTBACKS
APPLICABLE TO ALL HOLDERS OF REGISTRATION RIGHTS ON A PRO RATA BASIS; PROVIDED,
THAT IF AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO REGISTER ANY
SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT FILED
IN CONNECTION WITH SUCH REGISTRATION, THE COMPANY SHALL DETERMINE FOR ANY REASON
NOT TO REGISTER OR TO DELAY REGISTRATION OF SUCH SECURITIES, THE COMPANY MAY, AT
ITS ELECTION, GIVE WRITTEN NOTICE OF SUCH DETERMINATION TO SUCH HOLDER AND,
THEREUPON, (I) IN THE CASE OF A DETERMINATION NOT TO REGISTER, SHALL BE RELIEVED
OF ITS OBLIGATION TO REGISTER ANY REGISTRABLE SECURITIES PURSUANT TO THIS
SECTION 6(G) IN CONNECTION WITH SUCH REGISTRATION (BUT NOT FROM ITS OBLIGATION
TO PAY EXPENSES IN ACCORDANCE WITH SECTION 4 HEREOF), AND (II) IN THE CASE OF A
DETERMINATION TO DELAY
12
REGISTERING, SHALL BE PERMITTED TO DELAY REGISTERING ANY REGISTRABLE SECURITIES
BEING REGISTERED PURSUANT TO THIS SECTION 6(G) FOR THE SAME PERIOD AS THE DELAY
IN REGISTERING SUCH OTHER SECURITIES.
(H)
AMENDMENTS AND WAIVERS.
THIS AGREEMENT MAY BE AMENDED ONLY BY A
WRITING SIGNED BY ALL OF THE PARTIES HERETO.
THE COMPANY MAY TAKE ANY ACTION
HEREIN PROHIBITED, OR OMIT TO PERFORM ANY ACT HEREIN REQUIRED TO BE PERFORMED BY
IT, ONLY IF THE COMPANY SHALL HAVE OBTAINED THE WRITTEN CONSENT TO SUCH
AMENDMENT, ACTION OR OMISSION TO ACT, OF EACH PURCHASER. NO CONSIDERATION SHALL
BE OFFERED OR PAID TO ANY HOLDER TO AMEND OR CONSENT TO A WAIVER OR MODIFICATION
OF ANY PROVISION OF THIS AGREEMENT UNLESS THE SAME CONSIDERATION ALSO IS OFFERED
TO ALL OF THE HOLDERS.
FAILURE OF ANY PARTY TO EXERCISE ANY RIGHT OR REMEDY
UNDER THIS AGREEMENT OR OTHERWISE OR DELAY BY A PARTY IN EXERCISING SUCH RIGHT
OR