BE SO
INCLUDED IN THE FOLLOWING ORDER OF PRIORITY: (A) FIRST, IN THE CASE OF A
PIGGYBACK REGISTRATION UNDER SECTION 4.5(B)(IV), THE SECURITIES THE COMPANY
PROPOSES TO SELL, (B) THEN THE REGISTRABLE SECURITIES OF THE INVESTOR AND ALL
OTHER HOLDERS WHO HAVE REQUESTED INCLUSION OF REGISTRABLE SECURITIES PURSUANT TO
SECTION 4.5(B)(II) OR SECTION 4.5(B)(IV), AS APPLICABLE, PRO RATA ON THE BASIS
OF THE AGGREGATE NUMBER OF SUCH SECURITIES OR SHARES OWNED BY EACH SUCH PERSON
AND (C) LASTLY, ANY OTHER SECURITIES OF THE COMPANY THAT HAVE BEEN REQUESTED TO
BE SO INCLUDED, SUBJECT TO THE TERMS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT
IF THE COMPANY HAS, PRIOR TO THE SIGNING DATE, ENTERED INTO AN AGREEMENT WITH
RESPECT TO ITS SECURITIES THAT IS INCONSISTENT WITH THE ORDER OF PRIORITY
CONTEMPLATED HEREBY THEN IT SHALL APPLY THE ORDER OF PRIORITY IN SUCH
CONFLICTING AGREEMENT TO THE EXTENT THAT IT WOULD OTHERWISE RESULT IN A BREACH
UNDER SUCH AGREEMENT.
(C)
EXPENSES OF REGISTRATION.
ALL REGISTRATION
EXPENSES INCURRED IN CONNECTION WITH ANY REGISTRATION, QUALIFICATION OR
COMPLIANCE HEREUNDER SHALL BE BORNE BY THE COMPANY.
ALL SELLING EXPENSES
INCURRED IN CONNECTION WITH ANY REGISTRATIONS HEREUNDER SHALL BE BORNE BY THE
HOLDERS OF THE SECURITIES SO REGISTERED PRO RATA ON THE BASIS OF THE AGGREGATE
OFFERING OR SALE PRICE OF THE SECURITIES SO REGISTERED.
(D)
OBLIGATIONS OF THE COMPANY.
WHENEVER
REQUIRED TO EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES OR FACILITATE
THE DISTRIBUTION OF REGISTRABLE SECURITIES PURSUANT TO AN EFFECTIVE SHELF
REGISTRATION STATEMENT, THE COMPANY SHALL, AS EXPEDITIOUSLY AS REASONABLY
PRACTICABLE:
(I)
PREPARE AND FILE WITH THE SEC A PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT WITH RESPECT TO A PROPOSED OFFERING OF REGISTRABLE
SECURITIES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, SUBJECT TO
SECTION 4.5(D), KEEP SUCH REGISTRATION
20
STATEMENT EFFECTIVE AND KEEP SUCH PROSPECTUS SUPPLEMENT CURRENT UNTIL THE
SECURITIES DESCRIBED THEREIN ARE NO LONGER REGISTRABLE SECURITIES.
(II)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
THE APPLICABLE REGISTRATION STATEMENT AND THE PROSPECTUS OR PROSPECTUS
SUPPLEMENT USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY BE
NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT.
(III)
FURNISH TO THE HOLDERS AND ANY UNDERWRITERS SUCH NUMBER OF COPIES
OF THE APPLICABLE REGISTRATION STATEMENT AND EACH SUCH AMENDMENT AND SUPPLEMENT
THERETO (INCLUDING IN EACH CASE ALL EXHIBITS) AND OF A PROSPECTUS, INCLUDING A
PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES
ACT, AND SUCH OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES OWNED OR TO BE DISTRIBUTED
BY THEM.
(IV)
USE ITS REASONABLE BEST EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE
HOLDERS OR ANY MANAGING UNDERWRITER(S), TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN
EFFECT, AND TO TAKE ANY OTHER ACTION