MILLER, III
AND THE PURCHASERS HERETO (I) ON OCTOBER 26, 2005 AND (II) ON THE CLOSING DATE;
AND (B) ALL CONVERSION SHARES (AS SUCH TERM IS DEFINED IN THOSE CERTAIN
CONVERSION AND SETTLEMENT AGREEMENTS EXECUTED AS OF THE DATE HEREOF BY AND
BETWEEN (X) THE COMPANY AND SACC PARTNERS, L.P. AND (Y) THE COMPANY AND LLOYD I.
MILLER, III) (COLLECTIVELY, THE "REGISTRABLE SECURITIES"). THIS REQUIREMENT DOES
NOT APPLY TO COMPANY REGISTRATIONS ON FORM S-4 OR S-8 OR THEIR EQUIVALENTS
RELATING TO EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH AN
ACQUISITION OF ANY ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN
CONNECTION WITH STOCK OPTION OR OTHER EMPLOYEE BENEFIT PLANS. EACH PURCHASER
MUST GIVE ITS REQUEST FOR REGISTRATION UNDER THIS PARAGRAPH TO THE COMPANY IN
WRITING WITHIN 10 DAYS AFTER RECEIPT FROM THE COMPANY OF NOTICE OF SUCH PENDING
REGISTRATION. IF THE REGISTRATION FOR WHICH THE COMPANY GIVES NOTICE IS A PUBLIC
OFFERING INVOLVING AN UNDERWRITING, THE COMPANY WILL SO ADVISE THE PURCHASERS AS
PART OF THE ABOVE-DESCRIBED WRITTEN NOTICE. IN THAT EVENT, IF THE MANAGING
UNDERWRITER(S) OF THE PUBLIC OFFERING IMPOSE A LIMITATION ON THE NUMBER OF
SHARES OF COMMON STOCK THAT MAY BE INCLUDED IN THE REGISTRATION STATEMENT
BECAUSE, IN SUCH UNDERWRITER(S)' JUDGMENT, SUCH LIMITATION WOULD BE NECESSARY TO
EFFECT AN ORDERLY PUBLIC DISTRIBUTION, THEN THE COMPANY WILL BE OBLIGATED TO
INCLUDE ONLY SUCH LIMITED PORTION, IF ANY, OF THE REGISTRABLE SECURITIES WITH
RESPECT TO WHICH THE PURCHASERS HAVE REQUESTED INCLUSION HEREUNDER. ANY
EXCLUSION OF REGISTRABLE SECURITIES WILL BE MADE PRO RATA AMONG ALL HOLDERS OF
THE COMPANY'S SECURITIES SEEKING TO INCLUDE SHARES OF COMMON STOCK IN PROPORTION
TO THE NUMBER OF SHARES OF COMMON STOCK SOUGHT TO BE INCLUDED BY THOSE HOLDERS.
HOWEVER, THE COMPANY WILL NOT EXCLUDE ANY REGISTRABLE SECURITIES UNLESS THE
COMPANY HAS FIRST EXCLUDED ALL OUTSTANDING SECURITIES THE HOLDERS OF WHICH ARE
NOT ENTITLED BY RIGHT TO INCLUSION OF SUCH SECURITIES IN SUCH REGISTRATION
STATEMENT OR ARE NOT ENTITLED PRO RATA INCLUSION WITH THE REGISTRABLE
SECURITIES.
SECTION 6.02.
MANDATORY REGISTRATION. IF, AT
ANYTIME ON OR AFTER JUNE 30, 2006, THE RESALE OF ANY REGISTRABLE SECURITIES HAVE
NOT BEEN REGISTERED BY THE COMPANY PURSUANT TO SECTION 6.01
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HEREOF, THE PURCHASERS MAY DELIVER NOTICE TO THE COMPANY TO REQUIRE THAT THE
COMPANY REGISTER ALL REGISTRABLE SECURITIES ON A REGISTRATION STATEMENT ON
FORM S-1, OR OTHER FORM THEN AVAILABLE TO THE COMPANY UNDER APPLICABLE SEC
RULES AND REGULATIONS (THE "REGISTRATION STATEMENT"), COVERING THE RESALE OF ALL
OF THE REGISTRABLE SECURITIES. THE DATE ON WHICH THE COMPANY RECEIVES SUCH
NOTICE IS REFERRED TO HEREIN AS THE "DEMAND DATE."
THE COMPANY SHALL USE
COMMERCIALLY REASONABLE BEST EFFORTS (I) TO CAUSE SUCH REGISTRATION STATEMENT TO
BE FILED UNDER THE SECURITIES ACT AS PROMPTLY AS PRACTICABLE AFTER RECEIPT OF
NOTICE OF SUCH DEMAND, BUT IN ANY EVENT NOT MORE THAN 30 DAYS FOLLOWING THE
DEMAND DATE AND (II) TO CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED
EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS PRACTICABLE, BUT IN ANY