(EACH A "BLACK OUT
PERIOD"), PROVIDED THAT THERE MUST BE AN INTERIM PERIOD OF AT LEAST NINETY (90)
CONSECUTIVE DAYS BETWEEN THE END OF ONE BLACK OUT PERIOD AND THE BEGINNING OF
ANOTHER BLACK OUT PERIOD, THE COMPANY WILL NOT BE REQUIRED TO FILE ANY
REGISTRATION STATEMENT PURSUANT TO THIS AGREEMENT, FILE ANY AMENDMENT THERETO,
FURNISH ANY SUPPLEMENT TO A PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT,
MAKE ANY OTHER FILING WITH THE COMMISSION REQUIRED PURSUANT TO THIS AGREEMENT,
CAUSE ANY REGISTRATION STATEMENT OR OTHER FILING WITH THE COMMISSION REQUIRED
PURSUANT TO THIS AGREEMENT, CAUSE ANY REGISTRATION STATEMENT OR OTHER FILING
WITH THE COMMISSION TO BECOME EFFECTIVE, OR TAKE ANY SIMILAR ACTION, AND ANY AND
ALL SALES OF REGISTRABLE SECURITIES BY THE HOLDERS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT SHALL BE SUSPENDED:
(A) IF AN EVENT HAS OCCURRED AND IS
CONTINUING AS A RESULT OF WHICH ANY REGISTRATION STATEMENT OR PROSPECTUS WOULD,
IN THE COMPANY'S REASONABLE JUDGMENT BASED ON ADVICE OF OUTSIDE COUNSEL TO THE
COMPANY, CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, OR (B) IF THE COMPANY NOTIFIES THE HOLDERS THAT SUCH
ACTIONS WOULD, IN THE GOOD FAITH JUDGMENT OF OUTSIDE COUNSEL TO THE COMPANY,
REQUIRE THE DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION WHICH THE COMPANY HAS
A BONA FIDE BUSINESS PURPOSE FOR PRESERVING AS CONFIDENTIAL AND WHICH THE
COMPANY WOULD NOT OTHERWISE BE REQUIRED TO DISCLOSE.
UPON THE TERMINATION OF
THE CONDITION DESCRIBED IN CLAUSES (A) OR (B) OF ABOVE, THE COMPANY SHALL
PROMPTLY GIVE WRITTEN NOTICE TO THE HOLDERS AND SHALL PROMPTLY FILE ANY
REGISTRATION STATEMENT OR AMENDMENT THERETO REQUIRED TO BE FILED BY IT PURSUANT
TO THIS AGREEMENT, FURNISH ANY PROSPECTUS REQUIRED TO BE FURNISHED PURSUANT TO
THIS AGREEMENT, MAKE ANY OTHER FILING WITH THE COMMISSION REQUIRED OF IT OR
TERMINATE ANY SUSPENSION OF SALES IT HAS PUT INTO EFFECT AND SHALL TAKE SUCH
OTHER ACTIONS TO PERMIT REGISTERED SALES OF REGISTRABLE SECURITIES AS
CONTEMPLATED BY THIS AGREEMENT.
5
(B)
UNDERWRITTEN OFFERINGS.
(I)
REQUEST FOR UNDERWRITTEN OFFERING.
IF THE COMPANY SHALL RECEIVE
FROM THE INITIATING HOLDERS A WRITTEN NOTICE (A "DEMAND NOTICE") THAT AN
INITIATING HOLDER INTENDS TO DISTRIBUTE, BY MEANS OF AN UNDERWRITTEN OFFERING,
REGISTRABLE SECURITIES UNDER AN EFFECTIVE REGISTRATION STATEMENT FILED PURSUANT
TO SECTION 2(A), THE COMPANY WILL COOPERATE WITH THE INITIATING HOLDERS TO
CONSUMMATE SUCH OFFERING AND WILL PROMPTLY GIVE WRITTEN NOTICE OF THE PROPOSED
UNDERWRITTEN OFFERING TO ALL OTHER HOLDERS IN ACCORDANCE WITH THE TERMS OF
SECTION 2(C).
(II)
UNDERWRITING PROCEDURES.
IF HOLDERS, TO THE EXTENT THEY HAVE ANY
REGISTRATION RIGHTS UNDER SECTION 2(C), REQUEST INCLUSION OF THEIR SHARES OF
CLASS A COMMON STOCK IN THE UNDERWRITING, THE INITIATING HOLDER SHALL OFFER TO
INCLUDE THE SHARES OF CLASS A COMMON STOCK OF SUCH HOLDERS IN THE UNDERWRITING
AND MAY CONDITION SUCH OFFER ON THEIR ACCEPTANCE OF THE FURTHER APPLICABLE
PROVISIONS OF THIS SECTION 2.
THE HOLDERS WHOSE REGISTRABLE SECURITIES ARE TO