BEING ENTITLED TO EXERCISE ALL RIGHTS GRANTED BY
LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY OF DAMAGES, WILL BE ENTITLED TO
SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT. THE COMPANY AND EACH
HOLDER AGREE THAT MONETARY DAMAGES WOULD NOT PROVIDE ADEQUATE COMPENSATION FOR
ANY LOSSES INCURRED BY REASON OF A BREACH BY IT OF ANY OF THE PROVISIONS OF THIS
AGREEMENT AND HEREBY FURTHER AGREE THAT, IN THE EVENT OF ANY ACTION FOR SPECIFIC
PERFORMANCE IN RESPECT OF SUCH BREACH, IT SHALL WAIVE THE DEFENSE THAT A REMEDY
AT LAW WOULD BE ADEQUATE.
(B)
NO PIGGYBACK ON REGISTRATIONS. EXCEPT AS AND TO THE EXTENT
SPECIFIED IN SCHEDULE 6(B) HERETO, NEITHER THE COMPANY NOR ANY OF ITS SECURITY
HOLDERS (OTHER THAN THE HOLDERS
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IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE COMPANY IN THE
REGISTRATION STATEMENT OTHER THAN THE REGISTRABLE SECURITIES AND ANY SHARES OF
COMMON STOCK ISSUED UPON CONVERSION OF THE NOTES IN ACCORDANCE WITH THE TERMS OF
THE NOTES, AND THE COMPANY SHALL NOT AFTER THE DATE HEREOF ENTER INTO ANY
AGREEMENT PROVIDING ANY SUCH RIGHT TO ANY OF ITS SECURITY HOLDERS.
(C)
COMPLIANCE. EACH HOLDER COVENANTS AND AGREES THAT (I) IT WILL
COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS
APPLICABLE TO IT IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO
THE REGISTRATION STATEMENT; AND (II) IT HAS NO PRESENT PLAN, INTENTION OR
UNDERSTANDING AND HAS MADE NO ARRANGEMENT TO SELL THE REGISTRABLE SECURITIES AT
ANY PREDETERMINED TIME OR FOR ANY PREDETERMINED PRICE (OTHER THAN SUCH HOLDER'S
RIGHT TO SELL THE REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT
FILED PURSUANT HERETO).
(D)
DISCONTINUED DISPOSITION. EACH HOLDER AGREES BY ITS ACQUISITION OF
SUCH REGISTRABLE SECURITIES THAT, UPON RECEIPT OF A NOTICE FROM THE COMPANY OF
THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(C), SUCH HOLDER
WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH REGISTRABLE SECURITIES UNDER THE
REGISTRATION STATEMENT UNTIL SUCH HOLDER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION STATEMENT OR UNTIL IT IS
ADVISED IN WRITING (THE "ADVICE") BY THE COMPANY THAT THE USE OF THE APPLICABLE
PROSPECTUS MAY BE RESUMED, AND, IN EITHER CASE, HAS RECEIVED COPIES OF ANY
ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT. THE
COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE USE OF
THE PROSPECTUS MAY BE RESUMED AS PROMPTLY AS PRACTICABLE. THE COMPANY MAY
PROVIDE APPROPRIATE STOP ORDERS TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH.
(E)
PIGGY-BACK REGISTRATIONS. IF AT ANY TIME DURING THE EFFECTIVENESS
PERIOD
THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT COVERING ALL OF THE
REGISTRABLE SECURITIES THEN REQUIRED HEREUNDER TO BE REGISTERED AT SUCH TIME AND
THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS
UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4