TIME FOLLOWING THE CLOSING
DATE REQUEST (ANY SUCH REQUEST, A "DEMAND REGISTRATION REQUEST") REGISTRATION OF
ALL OR PART OF THEIR REGISTRABLE SECURITIES. WITHIN FIVE (5) DAYS AFTER RECEIPT
OF ANY REQUEST PURSUANT TO THIS SECTION 2(A), THE COMPANY WILL GIVE WRITTEN
NOTICE OF SUCH REQUEST TO ALL OTHER INVESTORS HOLDING REGISTRABLE SECURITIES.
THE COMPANY SHALL PREPARE, AND, AS SOON AS PRACTICABLE BUT IN NO EVENT LATER
THAN THE DEMAND REGISTRATION FILING DEADLINE, FILE WITH THE SEC A REGISTRATION
STATEMENT, AND THE COMPANY SHALL INCLUDE IN SUCH REGISTRATION ALL REGISTRABLE
SECURITIES WITH RESPECT TO WHICH THE COMPANY HAS RECEIVED WRITTEN REQUESTS FOR
INCLUSION WITHIN TWENTY (20) DAYS AFTER DELIVERY OF THE COMPANY'S NOTICE;
PROVIDED, HOWEVER, THAT, IF AT THE TIME OF ISSUANCE OF SUCH DEMAND REGISTRATION
REQUEST THE REGISTRABLE SECURITIES ARE ELIGIBLE TO BE SOLD ON A DELAYED OR
CONTINUOUS BASIS PURSUANT TO RULE 415 AND THE DEMAND REGISTRATION IS FOR AN
OFFERING PURSUANT TO RULE 415, THE COMPANY SHALL NOT BE REQUIRED TO INCLUDE IN
SUCH DEMAND REGISTRATION A NUMBER OF REGISTRABLE SECURITIES IN EXCESS OF THE
PERMITTED REGISTRATION AMOUNT.
ALL REGISTRATIONS REQUESTED PURSUANT TO THIS
SECTION 2(A) ARE REFERRED TO HEREIN AS "DEMAND REGISTRATIONS."
THE COMPANY
SHALL BE OBLIGATED TO EFFECT NO MORE THAN THREE (3) DEMAND REGISTRATIONS IN ANY
12-MONTH PERIOD, AND NO MORE THAN FIVE (5) DEMAND REGISTRATIONS IN TOTAL.
B.
FORM OF REGISTRATION. DEMAND
REGISTRATIONS WILL BE ON FORM S-3; PROVIDED, THAT, IF THE COMPANY IS A
"WELL-KNOWN SEASONED ISSUER" (AS DEFINED IN RULE 405 UNDER THE 1933 ACT) AT THE
TIME OF THE DEMAND REGISTRATION REQUEST, THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO FILE THE DEMAND REGISTRATION AS AN "AUTOMATIC SHELF REGISTRATION
STATEMENT" (AS DEFINED IN RULE 405 UNDER THE 1933 ACT).
NOTWITHSTANDING THE
FOREGOING, IN THE EVENT THAT FORM S-3 IS NOT AVAILABLE FOR THE REGISTRATION OF
THE RESALE OF THE REGISTRABLE SECURITIES HEREUNDER, THE COMPANY SHALL
(I) REGISTER THE REGISTRABLE SECURITIES ON FORM S-1 OR ANOTHER APPROPRIATE FORM
REASONABLY ACCEPTABLE TO THE HOLDERS OF TWO-THIRDS (2/3) OF THE REGISTRABLE
SECURITIES REQUESTED TO BE INCLUDED IN THE DEMAND REGISTRATION, AND
(II) UNDERTAKE TO REGISTER THE REGISTRABLE SECURITIES INCLUDED IN THE DEMAND
REGISTRATION ON FORM S-3 (BY POST-EFFECTIVE AMENDMENT TO THE EXISTING
REGISTRATION STATEMENT OR OTHERWISE) AS SOON AS SUCH FORM IS
3
AVAILABLE; PROVIDED THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A FORM S-3 COVERING THE
REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC. IF A DEMAND
REGISTRATION IS TO BE AN UNDERWRITTEN PUBLIC OFFERING, AND IF THE UNDERWRITERS
FOR MARKETING OR OTHER REASONS REQUEST THE INCLUSION IN THE REGISTRATION
STATEMENT OF INFORMATION WHICH IS NOT REQUIRED UNDER THE 1933 ACT TO BE INCLUDED
IN A REGISTRATION STATEMENT ON THE APPLICABLE FORM FOR THE DEMAND REGISTRATION,
THE COMPANY WILL PROVIDE SUCH INFORMATION AS MAY BE REASONABLY REQUESTED FOR
INCLUSION BY THE UNDERWRITERS IN SUCH REGISTRATION STATEMENT.
C.
EFFECTIVENESS DEADLINE.
THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS TO HAVE