THE DATE OF THIS AGREEMENT, THE COMPANY RECEIVES A WRITTEN
REQUEST FROM THE HOLDERS OF MORE THAN FIFTY PERCENT (50%) OF THE TOTAL NUMBER OF
REGISTRABLE SECURITIES (FOR PURPOSES OF THIS SECTION 2, THE "INITIATING
HOLDERS," AND SUCH REQUEST THE "DEMAND") THAT THE COMPANY FILE A REGISTRATION
STATEMENT UNDER THE ACT COVERING THE REGISTRATION FOR RESALE OF THE REGISTRABLE
SECURITIES, THEN THE COMPANY SHALL, WITHIN TWENTY (20) DAYS OF THE RECEIPT
THEREOF, GIVE WRITTEN NOTICE OF SUCH REQUEST TO ALL HOLDERS, AND SUBJECT TO THE
LIMITATIONS OF THIS SECTION 2, USE COMMERCIALLY REASONABLE EFFORTS TO EFFECT, AS
SOON AS PRACTICABLE, THE REGISTRATION FOR RESALE UNDER THE ACT OF ALL THE
REGISTRABLE SECURITIES THAT THE HOLDERS REQUEST TO BE REGISTERED IN A WRITTEN
REQUEST RECEIVED BY THE COMPANY WITHIN TWENTY (20) DAYS OF THE MAILING OF THE
COMPANY'S NOTICE PURSUANT TO THIS SECTION 2(A).
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY AND IN ADDITION TO ANY OTHER LIMITATION HEREIN,
NO DEMAND MAY BE MADE BY THE INITIATING HOLDERS UNTIL (I) THE SERIES A-1 OPTION
DESCRIBED IN SECTION 1(F) OF THE PURCHASE AGREEMENT HAS EXPIRED, OR, WHERE A
PURCHASE OF SERIES A-1 SHARES PURSUANT TO THE SERIES A-1 OPTION IS BEING
COMPLETED FOLLOWING THE EXPIRATION OF THE OPTION PERIOD PURSUANT TO
SECTION 1(F)(V) OF THE PURCHASE AGREEMENT, THE CLOSING OF SUCH PURCHASE, OR
(II) THE CLOSING OF THE PURCHASE OF ALL OF THE SERIES A-1 SHARES AVAILABLE
PURSUANT TO THE SERIES A-1 OPTION.
(B)
IF THE INITIATING HOLDERS INTEND TO DISTRIBUTE THE REGISTRABLE SECURITIES
COVERED BY THEIR DEMAND BY MEANS OF AN UNDERWRITING, THEY SHALL SO ADVISE THE
COMPANY AS A PART OF THEIR DEMAND MADE PURSUANT TO SECTION 2(A), AND THE COMPANY
SHALL INCLUDE SUCH INFORMATION IN ITS WRITTEN NOTICE TO ALL HOLDERS GIVEN
PURSUANT TO SECTION 2(A).
IN SUCH EVENT, THE RIGHT OF ANY HOLDER TO INCLUDE ITS
REGISTRABLE SECURITIES IN SUCH REGISTRATION SHALL BE CONDITIONED UPON SUCH
HOLDER'S PARTICIPATION IN SUCH UNDERWRITING AND THE INCLUSION OF SUCH HOLDER'S
REGISTRABLE SECURITIES IN THE UNDERWRITING (UNLESS OTHERWISE MUTUALLY AGREED BY
A MAJORITY IN INTEREST OF THE INITIATING HOLDERS AND SUCH HOLDER) TO THE EXTENT
PROVIDED HEREIN.
ALL HOLDERS PROPOSING TO DISTRIBUTE THEIR SECURITIES THROUGH
SUCH UNDERWRITING SHALL ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM
WITH THE UNDERWRITER OR UNDERWRITERS SELECTED FOR SUCH UNDERWRITING BY A
MAJORITY IN INTEREST OF THE INITIATING HOLDERS (WHICH UNDERWRITER OR
UNDERWRITERS SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY).
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS SECTION 2, IF THE UNDERWRITER ADVISES THE COMPANY
THAT MARKETING FACTORS REQUIRE A LIMITATION ON THE NUMBER OF SECURITIES
UNDERWRITTEN (INCLUDING REGISTRABLE SECURITIES), THEN THE COMPANY SHALL SO
ADVISE ALL HOLDERS OF REGISTRABLE SECURITIES THAT WOULD OTHERWISE BE
UNDERWRITTEN PURSUANT HERETO, AND THE NUMBER OF SHARES THAT MAY BE INCLUDED IN
THE UNDERWRITING SHALL BE ALLOCATED TO THE HOLDERS OF SUCH REGISTRABLE
SECURITIES PRO RATA BASED ON THE NUMBER OF REGISTRABLE SECURITIES HELD BY ALL
SUCH HOLDERS (INCLUDING THE INITIATING HOLDERS).
IN NO EVENT SHALL ANY
REGISTRABLE SECURITIES BE EXCLUDED