INVESTOR, AND OTHER SECURITIES OF THE COMPANY WHICH ARE
HELD BY PERSONS WHO, BY VIRTUE OF AGREEMENTS WITH THE COMPANY, ARE ENTITLED TO
INCLUDE THEIR REGISTRABLE SECURITIES IN ANY SUCH REGISTRATION ("OTHER
STOCKHOLDERS").
(III)
ASSIGNMENT.
THE REGISTRATION RIGHTS SET
FORTH IN THIS SECTION 2 MAY BE ASSIGNED, IN WHOLE OR IN PART, TO ANY TRANSFEREE
OF REGISTRABLE SECURITIES (WHO SHALL BE ENTITLED TO ALL RIGHTS AND BOUND BY ALL
OBLIGATIONS OF THIS AGREEMENT).
(IV)
UNDERWRITING.
(1)
IF THE INVESTOR INTENDS TO DISTRIBUTE THE
REGISTRABLE SECURITIES COVERED BY ITS REQUEST FOR REGISTRATION BY MEANS OF AN
UNDERWRITING, IT SHALL SO ADVISE THE COMPANY IN ITS REQUEST MADE PURSUANT TO
SECTION 2(A).
(2)
IF THE OTHER INVESTOR OR OTHER STOCKHOLDERS
REQUEST INCLUSION IN ANY SUCH REGISTRATION, THE DEMANDING INVESTOR SHALL OFFER
TO INCLUDE THE REGISTRABLE SECURITIES OF THE OTHER INVESTOR AND SUCH OTHER
STOCKHOLDERS IN THE UNDERWRITING BUT MAY CONDITION SUCH OFFER ON THEIR
ACCEPTANCE OF THE FURTHER APPLICABLE PROVISIONS OF THIS SECTION 2(A)(IV). THE
DEMANDING INVESTOR AND THE COMPANY SHALL (TOGETHER WITH THE OTHER INVESTOR AND
ALL OTHER STOCKHOLDERS PROPOSING TO DISTRIBUTE THEIR REGISTRABLE SECURITIES
THROUGH SUCH UNDERWRITING) ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY
FORM WITH THE REPRESENTATIVE OF THE UNDERWRITER OR UNDERWRITERS SELECTED FOR
SUCH UNDERWRITING BY THE COMPANY AND ACCEPTABLE TO THE DEMANDING INVESTOR.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 2(A), IF THE REPRESENTATIVE
OF SUCH UNDERWRITER OR UNDERWRITERS ADVISE THE COMPANY AND/OR THE DEMANDING
INVESTOR IN WRITING THAT MARKETING FACTORS REQUIRE A LIMITATION ON THE NUMBER OF
SHARES TO BE UNDERWRITTEN, THE REGISTRABLE SECURITIES HELD BY THE OTHER INVESTOR
AND OTHER STOCKHOLDERS SHALL BE EXCLUDED FROM SUCH REGISTRATION TO THE EXTENT SO
REQUIRED BY SUCH LIMITATION PRO RATA IN ACCORDANCE WITH THE NUMBER OF SHARES OF
REGISTRABLE SECURITIES REQUESTED BY SUCH PARTIES TO BE INCLUDED IN SUCH
REGISTRATION, BY SUCH MINIMUM NUMBER OF SHARES AS IS NECESSARY TO COMPLY WITH
SUCH LIMITATION. NO REGISTRABLE SECURITIES EXCLUDED FROM THE UNDERWRITING BY
REASON OF THE UNDERWRITER'S MARKETING LIMITATION SHALL BE INCLUDED IN SUCH
REGISTRATION. IF THE OTHER INVESTOR OR ANY OTHER STOCKHOLDER WHO HAS REQUESTED
INCLUSION IN SUCH REGISTRATION AS PROVIDED ABOVE DISAPPROVES OF THE TERMS OF THE
UNDERWRITING, SUCH PERSON MAY ELECT TO WITHDRAW THEREFROM BY WRITTEN NOTICE TO
THE COMPANY, THE UNDERWRITER AND THE DEMANDING INVESTOR. IF THE DEMANDING
INVESTOR ELECTS TO WITHDRAW FROM SUCH REGISTRATION, THE INITIATION
4
OF SUCH REGISTRATION SHALL NOT COUNT AS A DEMAND BY SUCH INVESTOR FOR PURPOSES
HEREOF (INCLUDING WITHOUT LIMITATION, SECTION 2(A)(I)(1)). THE REGISTRABLE
SECURITIES SO WITHDRAWN SHALL ALSO BE WITHDRAWN FROM REGISTRATION. IF THE
UNDERWRITER HAS NOT LIMITED THE NUMBER OF REGISTRABLE SECURITIES TO BE
UNDERWRITTEN, THE COMPANY AND OFFICERS AND DIRECTORS OF THE COMPANY MAY INCLUDE
ITS OR THEIR SECURITIES FOR ITS OR THEIR OWN ACCOUNT IN SUCH REGISTRATION IF THE
REPRESENTATIVE OF SUCH UNDERWRITER OR UNDERWRITERS SO AGREES AND IF THE NUMBER
OF REGISTRABLE SECURITIES WHICH WOULD OTHERWISE HAVE BEEN INCLUDED IN SUCH
REGISTRATION AND UNDERWRITING WILL NOT THEREBY BE LIMITED.
(B)
COMPANY REGISTRATION.
(I)