EFFECTIVENESS OF THE DEMAND REGISTRATION STATEMENT, NOT TO SELL PURCHASED SHARES
PURSUANT TO SUCH DEMAND REGISTRATION STATEMENT, THE INVESTOR SHALL PROVIDE
WRITTEN NOTICE TO THE COMPANY AND THE COMPANY SHALL CEASE ALL EFFORTS IN
CONNECTION WITH SUCH DEMAND REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT,
EXCEPT WHERE SUCH NOTICE OF WITHDRAWAL IS PROVIDED WITHIN THIRTY (30) DAYS OF
THE OCCURRENCE OF AN EVENT OR CIRCUMSTANCE THAT WOULD RESULT IN A MATERIAL
ADVERSE EFFECT, THE INVESTOR SHALL BEAR THE COSTS AND EXPENSES INCURRED PRIOR TO
SUCH WITHDRAWAL AND THE INVESTOR SHALL PAY IN FULL TO THE COMPANY, WITHIN THIRTY
(30) DAYS AFTER PRESENTATION OF AN INVOICE BY THE COMPANY THEREFOR, ALL
REASONABLE COSTS AND EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH SUCH
WITHDRAWAL, PROVIDED, HOWEVER, THAT TO THE EXTENT THAT THE COMPANY AND OTHER
HOLDERS EXERCISING SIMILAR REGISTRATION DEMAND REGISTRATION RIGHTS INCLUDE ANY
SHARES OF COMMON STOCK IN SUCH REGISTRATION, THE COMPANY AND SUCH OTHER HOLDERS
SHALL PAY THEIR PRO RATA SHARE OF ANY SUCH EXPENSES, ON THE BASIS OF THE SHARES
BEING OFFERED THEREBY.
(B)
PIGGYBACK REGISTRATION.
(I)
IF ON OR PRIOR TO DECEMBER 31, 2010, THE
COMPANY AT ANY TIME PROPOSES TO REGISTER ANY OF ITS EQUITY SECURITIES UNDER THE
SECURITIES ACT FOR SALE TO THE PUBLIC, WHETHER FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF OTHER SECURITY HOLDERS OR BOTH ON ANY REGISTRATION FORM (OTHER THAN
FORMS S-4, S-8 OR ANOTHER FORM NOT AVAILABLE FOR REGISTERING THE PURCHASED
SHARES FOR SALE TO THE PUBLIC) WHICH PERMITS THE INCLUSION OF PURCHASED SHARES
HELD BY THE INVESTOR (A "PIGGYBACK REGISTRATION"), THEN EACH SUCH TIME THE
COMPANY WILL GIVE WRITTEN NOTICE TO THE INVESTOR OF ITS INTENTION SO TO DO.
UPON THE WRITTEN REQUEST OF THE INVESTOR, RECEIVED BY THE COMPANY WITHIN TWENTY
(20) DAYS AFTER THE GIVING OF ANY SUCH NOTICE BY THE COMPANY, TO REGISTER ANY OF
THE INVESTOR'S PURCHASED SHARES, THE COMPANY WILL USE ITS REASONABLE BEST
EFFORTS TO CAUSE THE PURCHASED SHARES AS TO WHICH REGISTRATION SHALL HAVE BEEN
SO REQUESTED TO BE INCLUDED IN THE SECURITIES TO BE COVERED BY THE REGISTRATION
STATEMENT PROPOSED TO BE FILED BY THE COMPANY, ALL TO THE EXTENT REQUISITE TO
PERMIT THE SALE OR OTHER DISPOSITION BY THE INVESTOR OF SUCH PURCHASED SHARES SO
REGISTERED.
(II)
THE COMPANY SHALL HAVE THE RIGHT TO SELECT
THE MANAGING UNDERWRITER(S) FOR ANY UNDERWRITTEN PIGGYBACK REGISTRATION.
THE
INVESTOR SHALL (TOGETHER WITH THE COMPANY) ENTER INTO AN UNDERWRITING AGREEMENT
IN CUSTOMARY FORM IN CONNECTION WITH THE REGISTRATION OF PURCHASED SHARES IN ANY
SUCH UNDERWRITTEN PIGGYBACK REGISTRATION.
IF SUCH PROPOSED PIGGYBACK
REGISTRATION IS AN UNDERWRITTEN OFFERING AND THE MANAGING UNDERWRITER FOR SUCH
OFFERING ADVISES THE COMPANY IN WRITING THAT IN ITS
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GOOD FAITH OPINION THE AMOUNT OF SECURITIES REQUESTED TO BE INCLUDED THEREIN
EXCEEDS THE AMOUNT OF SECURITIES THAT CAN BE SOLD IN SUCH OFFERING SUCH THAT THE
INCLUSION OF SUCH PURCHASED SHARES WOULD ADVERSELY AFFECT MARKETING OF THE
SECURITIES TO BE SOLD BY THE COMPANY, ANY SECURITIES TO BE SOLD BY THE COMPANY