HOLDERS AND THEIR RESPECTIVE AFFILIATES AND
REPRESENTATIVES, AND THE HOLDERS SHALL BE RESPONSIBLE FOR BREACHES OF
CONFIDENTIALITY BY THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES.
THE
PIGGYBACK NOTICE SHALL OFFER THE HOLDERS THE OPPORTUNITY TO INCLUDE IN SUCH
REGISTRATION STATEMENT, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
THE NUMBER OF REGISTRABLE SECURITIES AS THEY MAY REASONABLY REQUEST (A
"PIGGYBACK REGISTRATION").
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO INCLUDE
IN EACH SUCH PIGGYBACK REGISTRATION ALL REGISTRABLE SECURITIES WITH RESPECT TO
WHICH THE COMPANY HAS RECEIVED FROM THE HOLDERS WRITTEN REQUESTS FOR INCLUSION
THEREIN WITHIN 10 BUSINESS DAYS FOLLOWING RECEIPT OF ANY PIGGYBACK NOTICE BY THE
HOLDERS, WHICH REQUEST SHALL SPECIFY THE MAXIMUM NUMBER OF REGISTRABLE
SECURITIES INTENDED TO BE DISPOSED OF BY SUCH ELECTING HOLDERS AND THE INTENDED
METHOD OF DISTRIBUTION.
FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, THE COMPANY MAY NOT COMMENCE OR PERMIT THE
COMMENCEMENT OF ANY SALE OF OTHER SECURITIES FOR ITS OWN ACCOUNT OR THE ACCOUNT
OF ANOTHER PERSON THAT IS NOT A HOLDER IN A PUBLIC OFFERING TO WHICH THIS
SECTION 3 APPLIES UNLESS THE HOLDERS SHALL HAVE RECEIVED THE PIGGYBACK NOTICE IN
RESPECT TO SUCH PUBLIC OFFERING NOT LESS THAN 10 BUSINESS DAYS PRIOR TO THE
COMMENCEMENT OF SUCH SALE OF OTHER SECURITIES.
THE ELECTING HOLDERS SHALL BE
PERMITTED TO WITHDRAW ALL OR PART OF THE REGISTRABLE SECURITIES FROM A PIGGYBACK
REGISTRATION AT ANY TIME AT LEAST TWO BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT RELATING TO SUCH PIGGYBACK REGISTRATION.
NO
PIGGYBACK REGISTRATION SHALL COUNT TOWARDS THE NUMBER OF DEMAND REGISTRATIONS
THAT ANY HOLDER IS ENTITLED TO MAKE PURSUANT TO SECTION 2.
(B)
IF ANY OTHER SECURITIES REGISTERED IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN SECTION 3(A) ARE TO BE SOLD IN AN UNDERWRITTEN OFFERING,
(1) THE COMPANY OR OTHER PERSONS DESIGNATED BY THE COMPANY SHALL HAVE THE RIGHT
TO APPOINT THE BOOK-RUNNING, MANAGING AND OTHER UNDERWRITER(S) FOR SUCH OFFERING
IN THEIR DISCRETION AND (2) THE ELECTING HOLDERS SHALL BE PERMITTED TO INCLUDE
ALL REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION IN SUCH
UNDERWRITTEN OFFERING ON THE SAME TERMS AND CONDITIONS AS SUCH OTHER SECURITIES
PROPOSED BY THE COMPANY OR ANY THIRD PARTY TO BE INCLUDED IN SUCH OFFERING;
PROVIDED, HOWEVER, THAT IF SUCH OFFERING INVOLVES AN UNDERWRITTEN OFFERING AND
THE MANAGING UNDERWRITER OR UNDERWRITERS OF SUCH UNDERWRITTEN OFFERING ADVISE
THE COMPANY IN WRITING THAT IT IS THEIR GOOD FAITH OPINION THAT THE TOTAL AMOUNT
OF REGISTRABLE SECURITIES REQUESTED TO BE SO INCLUDED, TOGETHER WITH ALL OTHER
SECURITIES THAT THE COMPANY AND ANY OTHER PERSONS HAVING RIGHTS TO PARTICIPATE
IN SUCH
8
REGISTRATION INTEND TO INCLUDE IN SUCH OFFERING, EXCEEDS THE TOTAL NUMBER OR
DOLLAR AMOUNT OF SUCH SECURITIES THAT CAN BE SOLD WITHOUT HAVING AN ADVERSE
EFFECT ON THE PRICE, THE TIMING OR THE METHOD OF DISTRIBUTION OF THE REGISTRABLE
SECURITIES TO BE SO INCLUDED TOGETHER WITH ALL