5
REGISTRATION TO BE INCLUDED ON THE SAME TERMS AND CONDITIONS AS ANY SIMILAR
SECURITIES OF THE COMPANY (WHETHER SOLD BY THE COMPANY OR A SECURITY HOLDER
OTHER THAN A HOLDER) INCLUDED THEREIN AND TO PERMIT THE SALE OR OTHER
DISPOSITION OF SUCH REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED
METHOD OF DISTRIBUTION THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, IF THE MANAGING UNDERWRITER ADVISES THE COMPANY IN WRITING
THAT IN ITS REASONABLE OPINION THE NUMBER OF EQUITY SECURITIES REQUESTED TO BE
INCLUDED IN SUCH PIGGY-BACK REGISTRATION EXCEEDS THE NUMBER WHICH CAN BE SOLD IN
SUCH OFFERING, THE COMPANY WILL INCLUDE IN SUCH PIGGY-BACK REGISTRATION: (I)
FIRST, THE NUMBER OF SHARES TO BE OFFERED BY THE COMPANY;
(II) SECOND, THE
NUMBER OF SHARES OF COMMON STOCK REQUESTED TO BE INCLUDED BY THE SECURITY
HOLDERS OF THE COMPANY EXERCISING THEIR DEMAND REGISTRATION RIGHTS; AND (III)
THIRD, THAT NUMBER OF OTHER SHARES OF COMMON STOCK PROPOSED TO BE INCLUDED IN
SUCH PIGGY-BACK REGISTRATION, PRO RATA AMONG ALL OTHER SECURITY HOLDERS OF THE
COMPANY
(INCLUDING THE HOLDERS) EXERCISING THEIR RESPECTIVE PIGGY-BACK
REGISTRATION RIGHTS THEREOF BASED UPON THE AGGREGATE NUMBER WHICH SUCH HOLDERS
(INCLUDING THE HOLDERS) PROPOSE TO INCLUDE IN SUCH PIGGY-BACK REGISTRATION; AND
THE COMPANY SHALL SO ADVISE ALL HOLDERS OF SUCH LIMITATION (OR EXCLUSION, IF
APPLICABLE).
(C)
RIGHT TO TERMINATE REGISTRATION.
(I)
THE COMPANY SHALL HAVE THE RIGHT TO
TERMINATE OR WITHDRAW ANY REGISTRATION INITIATED BY IT UNDER THIS SECTION 2.3
PRIOR TO THE EFFECTIVENESS OF THE RELATED REGISTRATION STATEMENT AND SHALL HAVE
NO OBLIGATION TO REGISTER ANY REGISTRABLE SECURITIES IN CONNECTION WITH SUCH
REGISTRATION, EXCEPT TO THE EXTENT PROVIDED HEREIN.
THE REGISTRATION EXPENSES
OF SUCH WITHDRAWN PIGGY-BACK REGISTRATION SHALL BE BORNE BY THE COMPANY IN
ACCORDANCE WITH SECTION 2.4 HEREOF.
(II)
ANY HOLDER SHALL HAVE THE RIGHT TO
WITHDRAW ITS REQUEST FOR INCLUSION OF ITS REGISTRABLE SECURITIES IN ANY
PIGGY-BACK REGISTRATION BY GIVING WRITTEN NOTICE TO THE COMPANY OF ITS REQUEST
TO WITHDRAW PRIOR TO THE PLANNED EFFECTIVE DATE OF THE RELATED REGISTRATION
STATEMENT.
(D)
FAILURE TO EFFECT.
NO REGISTRATION EFFECTED
UNDER THIS SECTION 2.3, AND NO FAILURE TO EFFECT A REGISTRATION UNDER THIS
SECTION 2.3, SHALL RELIEVE THE COMPANY OF ITS OBLIGATION TO EFFECT AND MAINTAIN
THE SHELF REGISTRATION PURSUANT TO SECTION 2.1 HEREOF, AND NO FAILURE TO EFFECT
A REGISTRATION UNDER THIS SECTION 2.3 AND TO COMPLETE THE SALE OF THE
REGISTRABLE SECURITIES IN CONNECTION THEREWITH, SHALL RELIEVE THE COMPANY OF ANY
OTHER OBLIGATION UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE
COMPANY'S OBLIGATIONS UNDER SECTIONS 2.4
AND 3.1).
SECTION 2.4
REGISTRATION EXPENSES.
IN CONNECTION
WITH REGISTRATIONS PURSUANT TO SECTIONS 2.1, 2.2 AND 2.3 HEREOF, THE COMPANY
SHALL PAY ALL OF THE REGISTRATION EXPENSES INCURRED IN CONNECTION WITH THE
REGISTRATION THEREUNDER (THE "REGISTRATION EXPENSES"), INCLUDING, WITHOUT
LIMITATION, ALL: (I) REASONABLE REGISTRATION AND FILING FEES, (II) REASONABLE
FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS (INCLUDING
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL IN CONNECTION WITH BLUE SKY
QUALIFICATIONS OF THE REGISTRABLE SECURITIES), (III) REASONABLE PROCESSING,
DUPLICATING