REGISTRATION STATEMENT WAS SUSPENDED UNDER THIS SECTION 2.05(A).
THE
ISSUER SHALL NOT IMPOSE, IN ANY 360 CALENDER DAY PERIOD, BLACKOUT PERIODS
LASTING, IN THE AGGREGATE, IN EXCESS OF 120 CALENDAR DAYS.
(B)
IF THE ISSUER DECLARES A BLACKOUT PERIOD WITH RESPECT TO A DEMAND
REGISTRATION STATEMENT THAT HAS NOT YET BEEN DECLARED EFFECTIVE, (I) THE LEAD
HOLDER MAY BY NOTICE TO THE ISSUER WITHDRAW THE RELATED DEMAND REQUEST WITHOUT
SUCH DEMAND REQUEST COUNTING AGAINST THE THREE DEMAND REQUESTS PERMITTED TO BE
MADE UNDER SECTION 2.01 AND (II) NEITHER THE LEAD HOLDER NOR ANY OTHER HOLDER
WILL BE RESPONSIBLE FOR THE ISSUER'S RELATED REGISTRATION EXPENSES.
SECTION 2.06.
SEC ORDERS SUSPENDING EFFECTIVENESS.
THE ISSUER SHALL NOTIFY THE
LEAD HOLDER AND ALL OTHER HOLDERS THAT HAVE REGISTRABLE SHARES INCLUDED IN A
REGISTRATION STATEMENT OF ANY STOP ORDER THREATENED OR ISSUED BY THE SEC (TO THE
EXTENT KNOWN TO THE ISSUER) WITH RESPECT TO SUCH REGISTRATION STATEMENT AND, AS
TO THREATENED ORDERS, SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE
ENTRY OF SUCH STOP ORDER.
IF THE EFFECTIVENESS OF A REGISTRATION STATEMENT IS
SUSPENDED BY A STOP ORDER ISSUED BY THE SEC AT ANY TIME DURING THE EFFECTIVENESS
PERIOD, THE ISSUER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE
PROMPT WITHDRAWAL OF SUCH ORDER AND TO AMEND THE REGISTRATION STATEMENT IN A
MANNER REASONABLY EXPECTED BY THE ISSUER TO OBTAIN THE WITHDRAWAL OF SUCH ORDER.
SECTION 2.07.
PLAN OF DISTRIBUTION.
THE "PLAN OF DISTRIBUTION" SECTION OF EACH
PROSPECTUS INCLUDED IN A DEMAND REGISTRATION STATEMENT WITH RESPECT TO AN
OFFERING TO BE MADE ON A DELAYED OR CONTINUOUS BASIS UNDER RULE 415 SHALL BE
SUBSTANTIALLY IN THE FORM OF ANNEX A HERETO OR IN A FORM OTHERWISE APPROPRIATE,
SUBJECT TO THE COMMENTS OF THE SEC AND THE INCLUSION OF SUCH OTHER INFORMATION
AS IS REQUIRED BY APPLICABLE SEC REGULATIONS OR TO CONFORM WITH APPLICABLE SEC
PRACTICE.
EACH HOLDER AGREES TO DISPOSE OF ITS REGISTRABLE SHARES UNDER A
REGISTRATION STATEMENT IN ACCORDANCE WITH THE "PLAN OF DISTRIBUTION" SECTION OF
THE PROSPECTUS.
SECTION 2.08.
EXPENSES.
SUBJECT TO SECTION 2.02, THE ISSUER SHALL PAY ALL
REGISTRATION EXPENSES, AND EACH HOLDER SHALL (I) PAY ALL OTHER EXPENSES INCURRED
BY IT AND (II) REIMBURSE THE ISSUER FOR ANY OTHER OUT-OF-POCKET EXPENSES
REASONABLY INCURRED BY THE ISSUER, IN EACH CASE IN CONNECTION WITH ANY
REGISTRATION OF ITS REGISTRABLE SHARES PURSUANT TO THIS AGREEMENT.
Section 2.09.
Transfer of Registration Rights.
Each Holder shall have the
right to transfer, by written agreement, any or all of its rights granted under
this Agreement to any direct or indirect transferee of such Holder's Registrable
Shares (each Person to whom rights to register shares shall have been so
transferred hereunder a "Permitted Transferee"); provided, (i) such transferee
is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or
(ii) such transferee is an "accredited investor" as such term is defined in
Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case
(x) such transferee agrees, in writing