TO HAVE THE REGISTRATION
STATEMENT DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT
LATER THAN THE EFFECTIVENESS DEADLINE.
BY 9:30 A.M. NEW YORK TIME ON THE
BUSINESS DAY FOLLOWING THE EFFECTIVE DATE, THE COMPANY SHALL FILE WITH THE SEC
IN ACCORDANCE WITH RULE 424 UNDER THE 1933 ACT THE FINAL PROSPECTUS TO BE USED
IN CONNECTION WITH SALES PURSUANT TO SUCH REGISTRATION STATEMENT.
B.
ALLOCATION OF REGISTRABLE SECURITIES.
THE INITIAL NUMBER OF
REGISTRABLE SECURITIES INCLUDED IN ANY REGISTRATION STATEMENT AND ANY INCREASE
IN THE NUMBER OF REGISTRABLE SECURITIES INCLUDED THEREIN SHALL BE ALLOCATED PRO
RATA AMONG THE INVESTORS BASED ON THE NUMBER OF REGISTRABLE SECURITIES HELD BY
EACH INVESTOR AT THE TIME THE REGISTRATION STATEMENT COVERING SUCH INITIAL
NUMBER OF REGISTRABLE SECURITIES OR INCREASE THEREOF IS DECLARED EFFECTIVE BY
THE SEC.
IN THE EVENT THAT AN INVESTOR SELLS OR OTHERWISE TRANSFERS ANY OF SUCH
INVESTOR'S REGISTRABLE SECURITIES, EACH TRANSFEREE SHALL BE ALLOCATED A PRO RATA
PORTION OF THE THEN REMAINING NUMBER OF REGISTRABLE SECURITIES INCLUDED IN SUCH
REGISTRATION STATEMENT FOR SUCH TRANSFEROR.
ANY SHARES OF COMMON STOCK INCLUDED
IN A REGISTRATION STATEMENT AND WHICH REMAIN ALLOCATED TO ANY PERSON WHICH
CEASES TO HOLD ANY REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT
SHALL BE ALLOCATED TO THE REMAINING INVESTORS, PRO RATA BASED ON THE NUMBER OF
REGISTRABLE SECURITIES THEN HELD BY SUCH INVESTORS WHICH ARE COVERED BY SUCH
REGISTRATION STATEMENT.
IN NO EVENT SHALL THE COMPANY INCLUDE ANY SECURITIES
OTHER THAN REGISTRABLE SECURITIES ON ANY REGISTRATION STATEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUIRED HOLDERS.
C.
LEGAL COUNSEL.
SUBJECT TO SECTION 5 HEREOF, THE REQUIRED HOLDERS
SHALL HAVE THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REVIEW AND OVERSEE ANY
REGISTRATION PURSUANT TO THIS SECTION 2 ("LEGAL COUNSEL"), WHICH SHALL BE
SCHULTE ROTH & ZABEL LLP OR SUCH OTHER COUNSEL AS THEREAFTER DESIGNATED BY THE
REQUIRED HOLDERS.
THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY COOPERATE WITH
EACH OTHER IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
D.
INELIGIBILITY FOR FORM S-3.
IN THE EVENT THAT FORM S-3 IS NOT
AVAILABLE FOR THE REGISTRATION OF THE RESALE OF REGISTRABLE SECURITIES
HEREUNDER, THE COMPANY SHALL (I) REGISTER THE RESALE OF THE REGISTRABLE
SECURITIES ON ANOTHER APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE
REQUIRED HOLDERS AND (II) UNDERTAKE TO REGISTER THE REGISTRABLE SECURITIES ON
FORM S-3 AS SOON AS SUCH FORM IS AVAILABLE, PROVIDED THAT THE COMPANY SHALL
MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT THEN IN EFFECT UNTIL
SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3 COVERING THE REGISTRABLE
SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC.
E.
SUFFICIENT NUMBER OF SHARES REGISTERED.
IN THE EVENT THE NUMBER OF
SHARES AVAILABLE UNDER A REGISTRATION STATEMENT FILED PURSUANT TO
SECTION 2(A) IS INSUFFICIENT TO COVER ALL OF THE REGISTRABLE SECURITIES REQUIRED
TO BE COVERED BY SUCH REGISTRATION STATEMENT OR AN INVESTOR'S ALLOCATED PORTION
OF THE REGISTRABLE SECURITIES PURSUANT TO SECTION 2(B), THE COMPANY SHALL AMEND
THE APPLICABLE REGISTRATION STATEMENT, OR FILE A NEW REGISTRATION STATEMENT (ON
THE