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 THE STOCK OPTION OR OTHER EMPLOYEE
BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH HOLDER A WRITTEN NOTICE OF
SUCH DETERMINATION AND, IF WITHIN 15 CALENDAR DAYS AFTER THE DATE 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; PROVIDED, HOWEVER, THAT, THE COMPANY
SHALL NOT BE REQUIRED TO REGISTER ANY REGISTRABLE SECURITIES PURSUANT TO THIS
SECTION 6(E) THAT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144(K) PROMULGATED
UNDER THE SECURITIES ACT OR THAT ARE THE SUBJECT OF A THEN EFFECTIVE
REGISTRATION STATEMENT.
(F)
AMENDMENTS AND WAIVERS. THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE PROVISIONS OF THIS SENTENCE, MAY NOT BE AMENDED, MODIFIED OR
SUPPLEMENTED, AND WAIVERS OR CONSENTS TO DEPARTURES FROM THE PROVISIONS HEREOF
MAY NOT BE GIVEN, UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE COMPANY
AND THE HOLDERS OF AT LEAST 67% OF THE THEN OUTSTANDING REGISTRABLE SECURITIES.
IF A REGISTRATION STATEMENT DOES NOT REGISTER ALL OF THE REGISTRABLE SECURITIES
PURSUANT TO A WAIVER OR AMENDMENT DONE IN COMPLIANCE WITH THE PREVIOUS SENTENCE,
THEN THE NUMBER OF REGISTRABLE SECURITIES TO BE REGISTERED FOR EACH HOLDER SHALL
BE REDUCED PRO RATA AMONG ALL HOLDERS AND EACH HOLDER SHALL HAVE THE RIGHT TO
DESIGNATE WHICH OF ITS REGISTRABLE SECURITIES SHALL BE OMITTED FROM SUCH
REGISTRATION STATEMENT. NOTWITHSTANDING THE FOREGOING, A WAIVER OR CONSENT TO
DEPART FROM THE PROVISIONS HEREOF WITH RESPECT TO A MATTER THAT RELATES
EXCLUSIVELY TO THE RIGHTS OF HOLDERS AND THAT DOES NOT DIRECTLY OR INDIRECTLY
AFFECT THE RIGHTS OF OTHER HOLDERS MAY BE GIVEN BY HOLDERS OF ALL OF THE
REGISTRABLE SECURITIES TO WHICH SUCH WAIVER OR CONSENT RELATES; PROVIDED,
HOWEVER, THAT THE PROVISIONS OF THIS SENTENCE MAY NOT BE AMENDED, MODIFIED, OR
SUPPLEMENTED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE IMMEDIATELY
PRECEDING SENTENCE.
(G)
NOTICES. ANY AND ALL NOTICES OR OTHER COMMUNICATIONS OR DELIVERIES
REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER SHALL BE DELIVERED AS SET FORTH
IN THE PURCHASE AGREEMENT.
(H)
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH OF THE
PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER. THE COMPANY MAY NOT
ASSIGN ITS RIGHTS (EXCEPT BY MERGER) OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF HOLDERS HOLDING AT LEAST 67% OF THE THEN OUTSTANDING
REGISTRABLE SECURITIES. EACH HOLDER MAY ASSIGN THEIR RESPECTIVE RIGHTS HEREUNDER
IN THE MANNER AND TO THE PERSONS AS PERMITTED UNDER THE PURCHASE AGREEMENT.
(I)
NO INCONSISTENT AGREEMENTS. NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ENTERED, AS OF THE DATE HEREOF, NOR SHALL THE COMPANY