REGISTRABLE SECURITIES REQUESTED BY
ALL HOLDERS TO BE REGISTERED PURSUANT TO SUCH REQUEST DO NOT HAVE AN ANTICIPATED
AGGREGATE PUBLIC OFFERING PRICE (BEFORE ANY UNDERWRITING DISCOUNTS AND
COMMISSIONS) OF NOT LESS THAN $7,500,000;
(D)
IF WITHIN THIRTY (30) DAYS OF RECEIPT OF A
WRITTEN REQUEST FROM THE INITIATING HOLDER PURSUANT TO SECTION 2(A), THE COMPANY
GIVES NOTICE TO THE HOLDERS OF THE COMPANY'S INTENTION TO FILE A REGISTRATION
STATEMENT FOR A PUBLIC OFFERING WITHIN SIXTY (60) DAYS, OTHER THAN PURSUANT TO
(I) A REGISTRATION STATEMENT RELATING TO ANY EMPLOYEE BENEFIT PLAN OR (II) WITH
RESPECT TO ANY CORPORATE REORGANIZATION OR TRANSACTION UNDER RULE 145 OF THE
SECURITIES ACT, INCLUDING ANY REGISTRATION STATEMENTS RELATED TO THE ISSUANCE OR
RESALE OF SECURITIES ISSUED IN SUCH A TRANSACTION OR (III) A REGISTRATION
RELATED TO STOCK ISSUED UPON CONVERSION OF DEBT SECURITIES (EACH A "SPECIAL
REGISTRATION STATEMENT");
3
(E)
IF THE INITIATING HOLDERS PROPOSE TO DISPOSE
OF SHARES OF REGISTRABLE SECURITIES THAT MAY BE IMMEDIATELY REGISTERED ON
FORM S-3 PURSUANT TO A REQUEST MADE PURSUANT TO SECTION 2(C) BELOW; OR
(F)
IF THE BOARD OF DIRECTORS, IN ITS GOOD FAITH
JUDGMENT, DETERMINES THAT ANY REGISTRATION OF REGISTRABLE SECURITIES REQUESTED
PURSUANT TO THIS SECTION 2(A) (A "REQUESTED REGISTRATION") SHOULD NOT BE MADE OR
CONTINUED BECAUSE IT WOULD INTERFERE WITH ANY MATERIAL FINANCING, ACQUISITION,
CORPORATE REORGANIZATION OR MERGER OR OTHER MATERIAL TRANSACTION INVOLVING THE
COMPANY (A "VALID BUSINESS REASON"), THE COMPANY MAY (X) POSTPONE FILING A
REGISTRATION STATEMENT RELATING TO A REQUESTED REGISTRATION UNTIL SUCH VALID
BUSINESS REASON NO LONGER EXISTS, BUT IN NO EVENT FOR MORE THAN NINETY (90)
DAYS, AND (Y) IN CASE A REGISTRATION STATEMENT HAS BEEN FILED RELATING TO A
REQUEST REGISTRATION, IF THE VALID BUSINESS REASON HAS NOT RESULTED FROM ACTIONS
TAKEN BY THE COMPANY, THE COMPANY MAY CAUSE SUCH REGISTRATION STATEMENT TO BE
WITHDRAWN AND ITS EFFECTIVENESS TERMINATED OR MAY POSTPONE AMENDING OR
SUPPLEMENTING SUCH REGISTRATION STATEMENT (SO LONG AS THE INITIATING HOLDERS
SHALL HAVE THE RIGHTS SET FORTH IN THIS SECTION 2(A) WITHIN NINETY (90) DAYS OF
ANY SUCH EVENT).
THE COMPANY SHALL GIVE WRITTEN NOTICE OF ITS DETERMINATION TO
POSTPONE OR WITHDRAW A REGISTRATION STATEMENT (PROVIDED THAT THE COMPANY SHALL
NOT DISCLOSE ANY INFORMATION THAT COULD BE DEEMED MATERIAL NON-PUBLIC
INFORMATION TO ANY HOLDER OF REGISTRABLE SECURITIES THAT ARE INCLUDED IN A
REGISTRATION STATEMENT THAT IS SUBJECT TO SUCH POSTPONEMENT OR WITHDRAWAL) AND
OF THE FACT THAT THE VALID BUSINESS REASON FOR SUCH POSTPONEMENT OR WITHDRAWAL
NO LONGER EXISTS, IN EACH CASE, PROMPTLY AFTER THE OCCURRENCE THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY MAY NOT
POSTPONE OR WITHDRAW A FILING DUE TO A VALID BUSINESS REASON MORE THAN ONCE IN
ANY TWELVE (12) MONTH PERIOD.
IN ADDITION, THE COMPANY SHALL NOT BE REQUIRED TO
EFFECT ANY REGISTRATION PURSUANT TO SECTION 2(A), WITHIN NINETY (90) DAYS AFTER
THE EFFECTIVE DATE OF ANY OTHER REGISTRATION STATEMENT OF THE COMPANY IF THE
REGISTRATION STATEMENT WAS NOT FOR THE ACCOUNT OF THE INITIATING HOLDERS BUT THE
INITIATING HOLDERS