THE
SAME TERMS AND CONDITIONS AS THE COMPANY'S OR SUCH HOLDERS' COMMON STOCK.
AT
THE REQUEST OF IFC RECEIVED BY THE COMPANY WITHIN TWENTY DAYS AFTER THE RECEIPT
OF SUCH NOTICE BY THE COMPANY, THE COMPANY SHALL INCLUDE, SUBJECT TO THE TERMS
AND CONDITIONS HEREOF, THE NUMBER OF SHARES THAT IFC SHALL HAVE REQUESTED TO BE
SO INCLUDED (A "PIGGYBACK REGISTRATION").
THE COMPANY SHALL REQUIRE THE LEAD OR
MANAGING UNDERWRITER, IF ANY, OF ANY PROPOSED UNDERWRITTEN OFFERING TO PERMIT
THE SHARES REQUESTED TO BE INCLUDED IN THE PIGGYBACK REGISTRATION TO INCLUDE
SUCH SECURITIES ON THE SAME TERMS AND CONDITIONS AS ARE APPLICABLE TO THE OTHER
SECURITIES INCLUDED THEREIN.
(B)
IF THE REGISTRATION OF WHICH THE COMPANY GIVES NOTICE IS FOR A
REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING, THE COMPANY SHALL SO
ADVISE THE IFC AS A PART OF THE WRITTEN NOTICE GIVEN PURSUANT TO SECTION
5.3(A).
IN SUCH EVENT THE RIGHT OF IFC TO
14
REGISTRATION PURSUANT TO SECTION 5.3 SHALL BE CONDITIONED UPON IFC'S
PARTICIPATION IN SUCH UNDERWRITING AND THE INCLUSION OF IFC'S SHARES IN THE
UNDERWRITING TO THE EXTENT PROVIDED HEREIN.
IFC AND ALL OTHER PERSONS PROPOSING
TO DISTRIBUTE THEIR SECURITIES THROUGH SUCH UNDER­WRITING SHALL (TOGETHER WITH
THE COMPANY AND THE OTHER PERSONS DISTRIBUTING THEIR SECURITIES THROUGH SUCH
UNDERWRITING) ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH A
NATION­ALLY RECOGNIZED UNDERWRITER SELECTED FOR UNDERWRITING BY THE COMPANY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF THE MANAGING
UNDERWRITER OR UNDERWRITERS OF AN OFFERING DESCRIBED IN SECTION 5.3(A) SHALL
ADVISE THE COMPANY THAT THE SIZE OF THE OFFERING THAT IFC, THE COMPANY AND/OR
ANY OTHER PERSONS INTEND TO MAKE IS SUCH THAT THE SUCCESS OF THE OFFERING WOULD
BE MATERIALLY AND ADVERSELY AFFECTED, THEN THE AMOUNT OF SECURITIES TO BE
OFFERED FOR THE ACCOUNT OF IFC AND FOR THE ACCOUNT OF PERSONS OTHER THAN THE
COMPANY SHALL BE REDUCED PRO RATA TO THE EXTENT NECESSARY TO REDUCE THE TOTAL
AMOUNT OF SECURITIES TO BE INCLUDED IN SUCH OFFERING TO THE AMOUNT RECOMMENDED
BY SUCH MANAGING UNDERWRITER OR UNDERWRITERS.
5.4
TERMINATION OF REGISTRATION RIGHTS.
ALL RIGHTS AND OBLIGATIONS
PROVIDED FOR IN SECTION 5.2 SHALL TERMINATE ON THE DATE ON WHICH THE COMPANY HAS
NO OBLIGATION TO MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT;
PROVIDED THAT THE RIGHTS OF IFC UNDER SECTION 5.2 SHALL TERMINATE ON THE EARLIER
OF (I) THE DATE ON WHICH ALL SHARES COVERED BY THE REGISTRATION STATEMENT MAY BE
SOLD WITHOUT VOLUME RESTRICTIONS PURSUANT TO EITHER RULE 144 OR RULE 144(K) AS
DETERMINED BY COUNSEL TO THE COMPANY PURSUANT TO A WRITTEN OPINION LETTER TO
SUCH EFFECT, ADDRESSED TO THE COMPANY'S TRANSFER AGENT AND TO IFC, OR (II) SUCH
DATE AS ALL SHARES REGISTERED ON SUCH REGISTRATION STATEMENT HAVE BEEN RESOLD.
5.5
REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934.
WITH A VIEW TO
MAKING AVAILABLE TO IFC THE BENEFITS OF RULE 144 AND ANY OTHER RULE OR
REGULATION OF THE SEC THAT MAY AT ANY TIME PERMIT IFC TO SELL SECURITIES OF THE
COMPANY TO