UNDERWRITING AGREEMENT WITH ONE OR MORE UNDERWRITERS
SELECTED BY THE REQUIRED HOLDERS HAVING TERMS AND CONDITIONS CUSTOMARY FOR SUCH
AGREEMENTS.
3.
PIGGYBACK REGISTRATION RIGHTS.
(A)
IF THE COMPANY AT ANY TIME OR FROM TIME TO TIME SUBSEQUENT TO
THE DATE HEREOF PROPOSES TO REGISTER THE OFFER AND SALE OF ANY EQUITY SECURITIES
UNDER THE SECURITIES ACT EITHER FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANY
SELLING SECURITY HOLDERS THAT ARE NOT HOLDERS (OTHER THAN (I) A REGISTRATION
STATEMENT ON FORMS S-4 OR S-8 OR ANY SUCCESSOR OR SIMILAR FORMS OR (II) A
REGISTRATION ON ANY FORM THAT DOES NOT PERMIT SECONDARY SALES), IT WILL GIVE
WRITTEN NOTICE TO EACH OF THE HOLDERS OF ITS INTENTION AT LEAST TEN (10) DAYS IN
ADVANCE OF THE FILING OF ANY REGISTRATION STATEMENT WITH RESPECT THERETO. UPON
THE WRITTEN REQUEST OF A HOLDER GIVEN WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF
SUCH NOTICE, THE COMPANY, SUBJECT TO SECTION 3(B), WILL USE COMMERCIALLY
REASONABLE EFFORTS TO INCLUDE IN SUCH REGISTRATION, AND IN ANY UNDERWRITING
INVOLVED THEREIN, ALL THE REGISTRABLE SECURITIES INCLUDED IN SUCH REQUEST
("PIGGYBACK SECURITIES").
NOTWITHSTANDING THE FOREGOING, (X) THE OBLIGATION OF
THE COMPANY TO INCLUDE PIGGYBACK SECURITIES IN ANY REGISTRATION CONTEMPLATED BY
THIS SECTION 3(A) SHALL CEASE AND BE TERMINATED IN THE EVENT THE COMPANY
DISCONTINUES THE APPLICABLE REGISTRATION AT ANY TIME PRIOR TO THE RELEVANT
EFFECTIVE DATE OF REGISTRATION IN CONNECTION THEREWITH, AND (Y) IF THE COMPANY
SHALL FURNISH TO THE HOLDER OR HOLDERS REQUESTING A REGISTRATION PURSUANT TO
THIS SECTION 3(A) A CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY STATING THAT, IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF
THE COMPANY, IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY AND ITS
SHAREHOLDERS FOR SUCH REGISTRATION STATEMENT TO EITHER BECOME EFFECTIVE OR
REMAIN EFFECTIVE FOR AS LONG AS SUCH REGISTRATION STATEMENT WOULD OTHERWISE BE
REQUIRED TO REMAIN EFFECTIVE BECAUSE (I) A MATERIAL ACQUISITION OR DISPOSITION
BY THE COMPANY, A COMPANY REORGANIZATION OR SIMILAR TRANSACTION IS BEING
NEGOTIATED, (II) SUCH ACTION WOULD REQUIRE PREMATURE DISCLOSURE OF MATERIAL
INFORMATION THAT THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR PRESERVING AS
CONFIDENTIAL OR (III) SUCH ACTION WOULD RENDER THE COMPANY UNABLE TO COMPLY WITH
THE REQUIREMENTS UNDER THE SECURITIES ACT OR EXCHANGE ACT, THE COMPANY SHALL
HAVE THE RIGHT TO BOTH DEFER SUCH FILING FOR A PERIOD OF NOT MORE THAN NINETY
(90) DAYS AND TERMINATE OR WITHDRAW REGISTRATION IN ITS ENTIRETY.
(B)
UNDERWRITTEN OFFERINGS.
(I)
THE RIGHT OF ANY HOLDER TO REGISTRATION PURSUANT TO THIS
SECTION 3 SHALL BE CONDITIONED UPON THE PARTICIPATION BY SUCH HOLDER IN THE
UNDERWRITING ARRANGEMENTS SPECIFIED BY THE COMPANY IN CONNECTION WITH SUCH
REGISTRATION AND THE INCLUSION OF THE REGISTRABLE SECURITIES OF SUCH HOLDER IN
SUCH 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 MANAGING UNDERWRITER OR UNDERWRITERS SELECTED FOR SUCH
UNDERWRITING BY THE COMPANY AND TAKE