TO THE UNDERWRITERS SELECTED BY THE COMPANY ON THE SAME
TERMS AND CONDITIONS AS APPLY TO THE COMPANY, WITH SUCH DIFFERENCES, INCLUDING
ANY WITH RESPECT TO INDEMNIFICATION AND LIABILITY INSURANCE, AS MAY BE CUSTOMARY
OR APPROPRIATE IN COMBINED PRIMARY AND SECONDARY OFFERINGS.
IF A REGISTRATION
REQUESTED PURSUANT TO THIS SECTION 2(A) INVOLVES AN UNDERWRITTEN PUBLIC
OFFERING, ANY HOLDER OF REGISTRABLE SECURITIES REQUESTING TO BE INCLUDED IN SUCH
REGISTRATION MAY ELECT, IN WRITING PRIOR TO THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION, NOT TO
REGISTER SUCH SECURITIES IN CONNECTION WITH SUCH REGISTRATION.
(B)
EXPENSES.
THE COMPANY WILL PAY ALL REGISTRATION EXPENSES IN CONNECTION
WITH EACH REGISTRATION OF REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 2.
(C)
PRIORITY IN INCIDENTAL REGISTRATIONS.
IF A REGISTRATION PURSUANT TO THIS
SECTION 2 INVOLVES AN UNDERWRITTEN OFFERING AND THE MANAGING UNDERWRITER ADVISES
THE COMPANY IN WRITING THAT, IN ITS OPINION, THE NUMBER OF SECURITIES REQUESTED
TO BE INCLUDED IN SUCH REGISTRATION EXCEEDS THE NUMBER WHICH CAN BE SOLD IN SUCH
OFFERING, SO AS TO BE LIKELY TO HAVE AN ADVERSE EFFECT ON THE PRICE, TIMING OR
DISTRIBUTION OF THE SECURITIES OFFERED IN SUCH OFFERING AS CONTEMPLATED BY THE
COMPANY (OTHER THAN THE REGISTRABLE SECURITIES), THEN THE COMPANY WILL INCLUDE
IN SUCH REGISTRATION (I) FIRST, 100% OF THE SECURITIES THE COMPANY PROPOSES TO
SELL AND (II) SECOND, TO THE EXTENT OF THE NUMBER OF REGISTRABLE SECURITIES
REQUESTED TO BE INCLUDED IN SUCH REGISTRATION PURSUANT TO THIS SECTION 2 WHICH,
IN THE OPINION OF SUCH MANAGING UNDERWRITER, CAN BE SOLD WITHOUT HAVING THE
ADVERSE EFFECT REFERRED TO ABOVE, THE NUMBER OF REGISTRABLE SECURITIES WHICH THE
HOLDERS HAVE REQUESTED TO BE INCLUDED IN SUCH REGISTRATION, SUCH AMOUNT TO BE
ALLOCATED PRO RATA AMONG ALL REQUESTING HOLDERS ON THE BASIS OF THE RELATIVE
NUMBER OF SHARES OF REGISTRABLE SECURITIES THEN HELD BY EACH SUCH HOLDER
(PROVIDED THAT ANY SHARES THEREBY ALLOCATED TO ANY SUCH HOLDER THAT EXCEED SUCH
HOLDER'S REQUEST WILL BE REALLOCATED AMONG THE REMAINING REQUESTING HOLDERS IN
LIKE MANNER).
3.
REGISTRATION ON REQUEST.
(A)
REQUEST BY THE DEMAND PARTY.
AT ANY TIME,
AFTER THE IPO DATE, UPON THE WRITTEN REQUEST OF THE DEMAND PARTY REQUESTING THAT
THE COMPANY EFFECT THE REGISTRATION UNDER THE SECURITIES ACT OF ALL OR PART OF
SUCH DEMAND PARTY'S REGISTRABLE SECURITIES AND SPECIFYING THE AMOUNT AND
INTENDED METHOD OF DISPOSITION THEREOF, THE COMPANY WILL PROMPTLY GIVE WRITTEN
NOTICE OF SUCH REQUESTED REGISTRATION TO ALL OTHER HOLDERS OF SUCH REGISTRABLE
SECURITIES, AND THEREUPON WILL, AS EXPEDITIOUSLY AS POSSIBLE, USE ITS BEST
EFFORTS TO EFFECT THE REGISTRATION UNDER THE SECURITIES ACT OF:
(I)
SUCH REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN SO
REQUESTED TO REGISTER BY THE DEMAND PARTY; AND
(II)
ALL OTHER REGISTRABLE SECURITIES OF THE SAME CLASS OR SERIES AS
ARE TO BE REGISTERED AT THE REQUEST OF A DEMAND PARTY AND WHICH THE COMPANY HAS
BEEN REQUESTED TO REGISTER BY ANY OTHER HOLDER THEREOF BY WRITTEN REQUEST GIVEN
TO THE COMPANY WITHIN 15 DAYS AFTER THE GIVING OF