IF THE COMPANY DETERMINES TO REGISTER
ANY OF ITS EQUITY SECURITIES EITHER FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
OTHER STOCKHOLDERS, OTHER THAN A REGISTRATION RELATING SOLELY TO EMPLOYEE
BENEFIT PLANS, OR A REGISTRATION RELATING SOLELY TO A COMMISSION RULE 145
TRANSACTION, OR A REGISTRATION ON ANY REGISTRATION FORM WHICH DOES NOT PERMIT
SECONDARY SALES OR DOES NOT INCLUDE SUBSTANTIALLY THE SAME INFORMATION AS WOULD
BE REQUIRED TO BE INCLUDED IN A REGISTRATION STATEMENT COVERING THE SALE OF
REGISTRABLE SECURITIES, THE COMPANY SHALL:
(1)
PROMPTLY GIVE TO EACH INVESTOR A WRITTEN
NOTICE THEREOF (WHICH SHALL INCLUDE A LIST OF THE JURISDICTIONS IN WHICH THE
COMPANY INTENDS TO ATTEMPT TO QUALIFY SUCH SECURITIES UNDER THE APPLICABLE BLUE
SKY OR OTHER STATE SECURITIES LAWS); AND
(2)
INCLUDE IN SUCH REGISTRATION (AND ANY
RELATED QUALIFICATION UNDER BLUE SKY LAWS OR OTHER COMPLIANCE), AND IN ANY
UNDERWRITING INVOLVED THEREIN, ALL THE REGISTRABLE SECURITIES HELD BY AN
INVESTOR SPECIFIED IN A WRITTEN REQUEST MADE BY SUCH INVESTOR WITHIN FIFTEEN
(15) DAYS AFTER RECEIPT OF THE WRITTEN NOTICE FROM THE COMPANY DESCRIBED IN
CLAUSE (1) ABOVE, EXCEPT AS SET FORTH IN SECTION 2(B)(II) BELOW. SUCH WRITTEN
REQUEST MAY COVER REGISTRATION OF ALL OR A PART OF SUCH INVESTOR'S REGISTRABLE
SECURITIES.
(II)
UNDERWRITING.
IF THE REGISTRATION OF
WHICH THE COMPANY GIVES NOTICE IS FOR A REGISTERED PUBLIC OFFERING INVOLVING AN
UNDERWRITING, THE COMPANY SHALL SO ADVISE EACH INVESTOR IN THE WRITTEN NOTICE
GIVEN PURSUANT TO SECTION 2(B)(I)(1). IN SUCH EVENT, THE RIGHT OF AN INVESTOR TO
REGISTRATION PURSUANT TO THIS SECTION 2(B) SHALL BE CONDITIONED UPON SUCH
INVESTOR'S PARTICIPATION IN SUCH UNDERWRITING AND THE INCLUSION OF SUCH
INVESTOR'S REGISTRABLE SECURITIES IN THE UNDERWRITING TO THE EXTENT PROVIDED
HEREIN. IN SUCH CASE, EACH SUCH INVESTOR SHALL (TOGETHER WITH THE COMPANY AND
THE OTHER STOCKHOLDERS DISTRIBUTING THEIR REGISTRABLE SECURITIES THROUGH SUCH
UNDERWRITING) ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE
REPRESENTATIVE OF THE UNDERWRITER OR UNDERWRITERS SELECTED FOR UNDERWRITING BY
THE COMPANY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 2(B), IF SUCH
REPRESENTATIVE DETERMINES THAT MARKETING FACTORS REQUIRE A LIMITATION ON THE
NUMBER OF SHARES TO BE UNDERWRITTEN, SUCH REPRESENTATIVE MAY (SUBJECT TO THE
ALLOCATION PRIORITY SET FORTH BELOW) LIMIT THE NUMBER OF REGISTRABLE SECURITIES
TO BE INCLUDED IN THE REGISTRATION AND UNDERWRITING. THE COMPANY SHALL SO
5
ADVISE EACH SUCH INVESTOR AND ANY OTHER HOLDER OF REGISTRABLE SECURITIES
REQUESTING REGISTRATION, AND THE NUMBER OF SHARES OF REGISTRABLE SECURITIES THAT
ARE ENTITLED TO BE INCLUDED IN THE REGISTRATION AND UNDERWRITING SHALL BE
ALLOCATED IN THE FOLLOWING MANNER:
THE REGISTRABLE SECURITIES HELD BY SUCH
INVESTOR AND BY OTHER STOCKHOLDERS (OTHER THAN REGISTRABLE SECURITIES HELD BY
ANY SUCH PERSONS WHO BY CONTRACTUAL RIGHT DEMANDED SUCH REGISTRATION) SHALL BE
EXCLUDED FROM SUCH REGISTRATION AND UNDERWRITING TO THE EXTENT 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