TIME OR FROM TIME TO TIME THE COMPANY WILL REGISTER OR
COMMENCE AN OFFERING OF ANY OF ITS SECURITIES FOR ITS OWN ACCOUNT OR OTHERWISE
(OTHER THAN PURSUANT TO REGISTRATIONS ON FORM S-4 OR FORM S-8 OR ANY SIMILAR
SUCCESSOR FORMS THERETO) (INCLUDING BUT NOT LIMITED TO THE REGISTRATIONS OR
OFFERINGS PURSUANT TO SECTION 2.1), THE COMPANY WILL:
(I)
PROMPTLY GIVE TO EACH HOLDER WRITTEN NOTICE THEREOF (IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS); AND
7
(II)
INCLUDE IN SUCH REGISTRATION AND IN ANY UNDERWRITING INVOLVED
THEREIN (IF ANY), ALL THE REGISTRABLE SECURITIES SPECIFIED IN A WRITTEN REQUEST
OR REQUESTS, MADE WITHIN TWENTY (20) DAYS AFTER MAILING OR PERSONAL DELIVERY OF
SUCH WRITTEN NOTICE FROM THE COMPANY, BY ANY OF THE HOLDERS, EXCEPT AS SET FORTH
IN SECTIONS 2.2(B) AND 2.2(F), WITH THE SECURITIES WHICH THE COMPANY AT THE TIME
PROPOSES TO REGISTER OR SELL TO PERMIT THE SALE OR OTHER DISPOSITION BY THE
HOLDERS (IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION THEREOF) OF THE
REGISTRABLE SECURITIES TO BE SO REGISTERED OR SOLD, INCLUDING, IF NECESSARY, BY
FILING WITH THE SEC A POST-EFFECTIVE AMENDMENT OR A SUPPLEMENT TO THE
REGISTRATION STATEMENT FILED BY THE COMPANY OR THE PROSPECTUS RELATED THERETO.
THERE IS NO LIMITATION ON THE NUMBER OF SUCH PIGGYBACK REGISTRATIONS PURSUANT TO
THE PRECEDING SENTENCE WHICH THE COMPANY IS OBLIGATED TO EFFECT.
NO
REGISTRATION OF REGISTRABLE SECURITIES EFFECTED UNDER THIS SECTION 2.2(A) SHALL
RELIEVE THE COMPANY OF ITS OBLIGATIONS TO EFFECT DEMAND REGISTRATIONS UNDER
SECTION 2.1 HEREOF.
(B)
IF THE REGISTRATION IN THIS SECTION 2.2 INVOLVES AN UNDERWRITTEN
OFFERING, THE RIGHT OF ANY HOLDER TO INCLUDE ITS REGISTRABLE SECURITIES IN A
REGISTRATION OR OFFERING PURSUANT TO THIS SECTION 2.2 SHALL BE CONDITIONED UPON
SUCH HOLDER'S PARTICIPATION IN THE UNDERWRITING AND THE INCLUSION OF SUCH
HOLDER'S REGISTRABLE SECURITIES IN THE UNDERWRITING TO THE EXTENT PROVIDED
HEREIN.
ALL HOLDERS PROPOSING TO DISTRIBUTE THEIR REGISTRABLE SECURITIES
THROUGH SUCH UNDERWRITING SHALL (TOGETHER WITH THE COMPANY) ENTER INTO AN
UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE UNDERWRITER OR UNDERWRITERS
SELECTED FOR SUCH UNDERWRITING BY THE COMPANY.
(C)
THE COMPANY, SUBJECT TO SECTIONS 2.3 AND 2.6, MAY ELECT TO INCLUDE
IN ANY REGISTRATION STATEMENT AND OFFERING PURSUANT TO DEMAND REGISTRATION
RIGHTS BY ANY PERSON, (I) AUTHORIZED BUT UNISSUED SHARES OF COMMON EQUITY OR
SHARES OF COMMON EQUITY HELD BY THE COMPANY AS TREASURY SHARES AND (II) ANY
OTHER SHARES OF COMMON EQUITY WHICH ARE REQUESTED TO BE INCLUDED IN SUCH
REGISTRATION PURSUANT TO THE EXERCISE OF PIGGYBACK REGISTRATION RIGHTS GRANTED
BY THE COMPANY AFTER THE DATE HEREOF AND WHICH ARE NOT INCONSISTENT WITH THE
RIGHTS GRANTED IN, OR OTHERWISE CONFLICT WITH THE TERMS OF, THIS AGREEMENT
("ADDITIONAL PIGGYBACK RIGHTS"); PROVIDED, HOWEVER, THAT SUCH INCLUSION SHALL BE
PERMITTED ONLY TO THE EXTENT THAT IT IS PURSUANT TO, AND SUBJECT TO, THE TERMS
OF THE UNDERWRITING AGREEMENT OR ARRANGEMENTS, IF ANY, ENTERED INTO BY THE
INITIATING HOLDERS.
(D)
IF, AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO
REGISTER OR SELL ANY