OF SHARES OF COMMON STOCK EQUAL TO THE REQUIRED REGISTRATION
AMOUNT AS OF DATE THE REGISTRATION STATEMENT IS INITIALLY FILED WITH THE SEC.
THE REGISTRATION STATEMENT SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY THE
REQUIRED HOLDERS) THE "SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION" SECTIONS
IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B.
THE COMPANY SHALL USE
ITS BEST EFFORTS TO HAVE THE REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE
SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THE EFFECTIVENESS
DEADLINE.
(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
3
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),