EACH TRANSFEREE SHALL BE ALLOCATED A PRO RATA PORTION OF THE THEN
REMAINING NUMBER OF REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION
STATEMENT FOR SUCH TRANSFEROR.
ANY SHARES OF COMMON STOCK INCLUDED IN THE
REGISTRATION STATEMENT AND WHICH REMAIN ALLOCATED TO ANY PERSON WHICH CEASES TO
HOLD ANY REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT SHALL BE
ALLOCATED TO THE REMAINING INVESTORS, PRO RATA BASED ON THE NUMBER OF
REGISTRABLE SECURITIES THEN HELD BY SUCH INVESTORS WHICH ARE COVERED BY THE
REGISTRATION STATEMENT.
IN NO EVENT SHALL THE COMPANY INCLUDE ANY SECURITIES
OTHER THAN REGISTRABLE SECURITIES IN THE REGISTRATION STATEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF BUYERS; PROVIDED, HOWEVER, THE BUYERS HEREBY CONSENT TO
THE INCLUSION OF SECURITIES HELD BY LAUSUS MASTER FUND LTD. IN THE REGISTRATION
STATEMENT.
C.
LEGAL COUNSEL.
SUBJECT TO SECTION 5 HEREOF, THE BUYERS HOLDING AT LEAST
A MAJORITY OF THE REGISTRABLE SECURITIES SHALL HAVE THE RIGHT TO SELECT ONE
LEGAL COUNSEL TO REVIEW AND OVERSEE ANY OFFERING PURSUANT TO THIS SECTION 2
("LEGAL COUNSEL"), WHICH SHALL BE SCHULTE ROTH & ZABEL LLP OR SUCH OTHER COUNSEL
AS THEREAFTER DESIGNATED BY THE HOLDERS OF AT LEAST A MAJORITY OF THE
REGISTRABLE SECURITIES.
THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY
COOPERATE WITH EACH OTHER IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT.
D.
INELIGIBILITY FOR FORM S-3.
THE COMPANY SHALL (I) REGISTER THE RESALE OF
THE REGISTRABLE SECURITIES ON FORM S-1 AND (II) UNDERTAKE TO REGISTER THE
REGISTRABLE SECURITIES ON FORM S-3 AS SOON AS SUCH FORM IS AVAILABLE, PROVIDED
THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
THEN IN EFFECT UNTIL SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3 COVERING
THE REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC.
E.
SUFFICIENT NUMBER OF SHARES REGISTERED.
IN THE EVENT THE NUMBER OF
SHARES AVAILABLE UNDER THE REGISTRATION STATEMENT FILED PURSUANT TO SECTION 2(A)
IS INSUFFICIENT TO COVER ALL OF THE REGISTRABLE SECURITIES REQUIRED TO BE
COVERED BY THE REGISTRATION STATEMENT OR AN INVESTOR'S ALLOCATED PORTION OF THE
REGISTRABLE SECURITIES PURSUANT TO SECTION 2(B), THE COMPANY SHALL AMEND THE
REGISTRATION STATEMENT, OR FILE A NEW REGISTRATION STATEMENT (ON THE SHORT FORM
AVAILABLE THEREFOR, IF APPLICABLE), OR BOTH, SO AS TO COVER AT LEAST 125% OF THE
NUMBER OF SUCH REGISTRABLE SECURITIES AS OF THE TRADING DAY IMMEDIATELY
PRECEDING THE DATE OF THE FILING OF SUCH AMENDMENT OR NEW REGISTRATION
STATEMENT, IN EACH CASE, AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT LATER THAN
THIRTY (30) DAYS AFTER THE NECESSITY THEREFOR ARISES.
THE COMPANY SHALL USE IT
BEST EFFORTS TO CAUSE SUCH AMENDMENT AND/OR NEW REGISTRATION STATEMENT TO BECOME
EFFECTIVE AS SOON AS PRACTICABLE FOLLOWING THE FILING THEREOF.
FOR PURPOSES OF
THE FOREGOING PROVISION, THE NUMBER OF SHARES AVAILABLE UNDER THE REGISTRATION
STATEMENT SHALL BE DEEMED "INSUFFICIENT TO COVER ALL OF THE REGISTRABLE
SECURITIES" IF AT ANY TIME THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR
RESALE UNDER THE REGISTRATION STATEMENT IS LESS THAN THE PRODUCT DETERMINED BY
MULTIPLYING (I) THE NUMBER OF