TRANSFEREE HAS PROVIDED TO THE COMPANY AN INVESTOR
QUESTIONNAIRE (OR EQUIVALENT DOCUMENT) EVIDENCING THAT THE TRANSFEREE IS A
"QUALIFIED INSTITUTIONAL BUYER" OR AN "ACCREDITED INVESTOR" DEFINED IN
RULE 501(A)(1),(2),(3), OR (7) OF REGULATION D.
13.
NO PIGGYBACK ON REGISTRATIONS.
NEITHER THE COMPANY NOR ANY OF ITS
SECURITY HOLDERS (OTHER THAN THE HOLDERS IN SUCH CAPACITY PURSUANT HERETO) MAY
INCLUDE SECURITIES OF THE COMPANY IN A REGISTRATION STATEMENT FILED PURSUANT TO
THIS AGREEMENT OTHER THAN THE REGISTRABLE SECURITIES, AND THE COMPANY SHALL NOT
AFTER THE DATE HEREOF ENTER INTO ANY AGREEMENT PROVIDING ANY SUCH RIGHT TO ANY
OF ITS SECURITY HOLDERS.
14.
PIGGYBACK REGISTRATION RIGHTS.
(A)
IF (BUT WITHOUT ANY OBLIGATION TO DO SO) THE COMPANY SHALL DETERMINE TO
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT RELATING TO AN
OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT
OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS
PROMULGATED UNDER THE SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO
EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY
ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION
OR OTHER EMPLOYEE BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH HOLDER
WRITTEN NOTICE OF SUCH DETERMINATION AND, IF WITHIN FIFTEEN (15) DAYS AFTER
RECEIPT OF SUCH NOTICE, ANY SUCH HOLDER SHALL SO REQUEST IN WRITING, THE COMPANY
SHALL INCLUDE IN SUCH REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE
SECURITIES (NOT ALREADY COVERED BY AN EFFECTIVE REGISTRATION STATEMENT) SUCH
HOLDER REQUESTS TO BE REGISTERED, SUBJECT TO CUSTOMARY UNDERWRITER CUTBACKS
APPLICABLE TO HOLDERS OF REGISTRATION RIGHTS (AS DESCRIBED IN
SECTION 14(B) BELOW) AND SUBJECT TO RESTRICTIONS IN APPLICABLE REGISTRATION
RIGHTS AGREEMENTS.
THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE OR WITHDRAW
ANY REGISTRATION INITIATED BY IT UNDER THIS SECTION 14 PRIOR TO THE
EFFECTIVENESS OF SUCH
12
REGISTRATION WHETHER OR NOT ANY HOLDER HAS ELECTED TO INCLUDE SECURITIES IN SUCH
REGISTRATION.
(B)
IN CONNECTION WITH ANY OFFERING INVOLVING AN UNDERWRITING OF EQUITY
SECURITIES BEING ISSUED BY THE COMPANY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
OTHERS PURSUANT TO A REGISTRATION STATEMENT, THE COMPANY SHALL NOT BE REQUIRED
UNDER THIS SECTION 14 TO INCLUDE IN SUCH REGISTRATION STATEMENT THE REGISTRABLE
SECURITIES HELD BY ANY HOLDER UNLESS SUCH HOLDER ACCEPTS AND AGREES TO THE TERMS
OF THE UNDERWRITING AS AGREED UPON BETWEEN THE COMPANY AND THE UNDERWRITERS
SELECTED BY THE COMPANY (OR BY OTHER PERSONS ENTITLED TO SELECT THE
UNDERWRITERS) AND ENTERS INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH
SUCH UNDERWRITERS, AND THEN ONLY IN SUCH QUANTITY AS THE UNDERWRITERS DETERMINE
IN THEIR SOLE DISCRETION WILL NOT JEOPARDIZE THE SUCCESS OF THE OFFERING BY THE
COMPANY.
IF THE TOTAL AMOUNT OF REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED
IN SUCH OFFERING EXCEEDS THE AMOUNT OF REGISTRABLE SECURITIES THAT THE
UNDERWRITERS DETERMINE IN THEIR SOLE DISCRETION IS COMPATIBLE WITH THE SUCCESS
OF THE OFFERING (AFTER TAKING INTO ACCOUNT THE MAXIMUM NUMBER OF