RIGHT TO INCLUSION OF SUCH
SECURITIES IN SUCH REGISTRATION STATEMENT OR ARE NOT ENTITLED PRO RATA INCLUSION
WITH THE REGISTRABLE SECURITIES.
(B)
NO RIGHT TO REGISTRATION OF REGISTRABLE SECURITIES UNDER THIS
SECTION 2.3 LIMITS IN ANY WAY THE REGISTRATION REQUIRED UNDER SECTION 2.1
ABOVE.
THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 2.3 EXPIRE UPON THE
EARLIER OF (I) THE EFFECTIVENESS OF THE REGISTRATION STATEMENT FILED PURSUANT TO
SECTION 2.1 ABOVE, (II) AFTER THE COMPANY HAS AFFORDED THE OPPORTUNITY FOR THE
INVESTORS
3
TO EXERCISE REGISTRATION RIGHTS UNDER THIS SECTION 2.3 FOR TWO REGISTRATIONS
(PROVIDED, HOWEVER, THAT ANY INVESTOR THAT HAS HAD ANY REGISTRABLE SECURITIES
EXCLUDED FROM ANY REGISTRATION STATEMENT IN ACCORDANCE WITH THIS SECTION 2.3 MAY
INCLUDE IN ANY ADDITIONAL REGISTRATION STATEMENT FILED BY THE COMPANY THE
REGISTRABLE SECURITIES SO EXCLUDED) OR (III) WHEN ALL OF THE REGISTRABLE
SECURITIES HELD BY ANY INVESTOR MAY BE SOLD BY SUCH INVESTOR UNDER RULE 144
WITHOUT BEING SUBJECT TO ANY VOLUME RESTRICTIONS.
ARTICLE III
ADDITIONAL OBLIGATIONS OF THE COMPANY
3.1
CONTINUED EFFECTIVENESS OF REGISTRATION STATEMENT.
SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 3.6, THE COMPANY WILL KEEP THE REGISTRATION
STATEMENT COVERING THE REGISTRABLE SECURITIES EFFECTIVE UNDER RULE 415 AT ALL
TIMES DURING THE REGISTRATION PERIOD.
IN THE EVENT THAT THE NUMBER OF SHARES
AVAILABLE UNDER A REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT IS
INSUFFICIENT TO COVER ALL OF THE REGISTRABLE SECURITIES ISSUED, THE COMPANY WILL
(IF PERMITTED) AMEND THE REGISTRATION STATEMENT OR FILE A NEW REGISTRATION
STATEMENT (ON THE SHORT FORM AVAILABLE THEREFOR, IF APPLICABLE), OR BOTH, SO AS
TO COVER ALL OF THE REGISTRABLE SECURITIES.
THE COMPANY WILL FILE SUCH
AMENDMENT OR NEW REGISTRATION STATEMENT AS SOON AS PRACTICABLE, BUT IN NO EVENT
LATER THAN 30 BUSINESS DAYS AFTER THE NECESSITY THEREFOR ARISES (BASED UPON THE
MARKET PRICE OF THE COMMON STOCK AND OTHER RELEVANT FACTORS ON WHICH THE COMPANY
REASONABLY ELECTS TO RELY).
THE COMPANY WILL USE ITS BEST EFFORTS TO CAUSE SUCH
AMENDMENT OR NEW REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON AS IS
PRACTICABLE AFTER THE FILING THEREOF, BUT IN NO EVENT LATER THAN 90 DAYS AFTER
THE DATE ON WHICH THE COMPANY REASONABLY FIRST DETERMINES THE NEED THEREFOR.
3.2
ACCURACY OF REGISTRATION STATEMENT.
ANY REGISTRATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED
THEREIN) FILED BY THE COMPANY COVERING REGISTRABLE SECURITIES WILL NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
THE COMPANY
WILL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION WITH THE REGISTRATION STATEMENT AS MAY BE NECESSARY TO PERMIT
SALES PURSUANT TO THE REGISTRATION STATEMENT AT ALL TIMES DURING THE
REGISTRATION PERIOD, AND, DURING SUCH PERIOD, WILL COMPLY WITH THE PROVISIONS OF
THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE