SEEKING TO INCLUDE SHARES OF COMMON STOCK IN
PROPORTION TO THE NUMBER OF SHARES OF COMMON STOCK SOUGHT TO BE INCLUDED BY
THOSE HOLDERS.
HOWEVER, THE COMPANY WILL NOT EXCLUDE ANY REGISTRABLE SECURITIES
UNLESS THE COMPANY HAS FIRST EXCLUDED ALL OUTSTANDING SECURITIES THE HOLDERS OF
WHICH ARE NOT ENTITLED BY RIGHT TO INCLUSION OF SUCH SECURITIES IN SUCH
REGISTRATION STATEMENT OR ARE NOT ENTITLED PRO RATA INCLUSION WITH THE
REGISTRABLE SECURITIES.
SECTION 6.02.
MANDATORY REGISTRATION.
IF, AT ANYTIME ON OR AFTER THE
ONE YEAR ANNIVERSARY OF THIS AGREEMENT, THE RESALE OF ANY REGISTRABLE SECURITIES
HAVE NOT BEEN REGISTERED BY THE COMPANY PURSUANT TO SECTION 6.01 HEREOF, THE
PURCHASER MAY DELIVER NOTICE TO THE COMPANY TO REQUIRE THAT THE COMPANY REGISTER
ALL REGISTRABLE SECURITIES ON A REGISTRATION STATEMENT ON FORM S-1, OR OTHER
FORM THEN AVAILABLE TO THE COMPANY UNDER APPLICABLE SEC RULES AND REGULATIONS
(THE "REGISTRATION STATEMENT"), COVERING THE RESALE OF ALL OF THE REGISTRABLE
SECURITIES.
THE DATE ON WHICH THE COMPANY RECEIVES SUCH NOTICE IS REFERRED TO
HEREIN AS THE "DEMAND DATE."
THE COMPANY SHALL USE COMMERCIALLY REASONABLE BEST
EFFORTS (I) TO CAUSE SUCH REGISTRATION STATEMENT TO BE FILED UNDER THE
SECURITIES ACT AS PROMPTLY AS PRACTICABLE AFTER RECEIPT OF NOTICE OF SUCH
DEMAND, BUT IN ANY EVENT NOT MORE THAN 30 DAYS FOLLOWING THE DEMAND DATE AND
(II) TO CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE UNDER
16
THE SECURITIES ACT AS PROMPTLY AS PRACTICABLE, BUT IN ANY EVENT NO LATER THAN 90
DAYS FOLLOWING THE DEMAND DATE (THE "DEMAND EFFECTIVE DATE").
HOWEVER, SO LONG
AS THE COMPANY HAS FILED THE REGISTRATION STATEMENT WITHIN 30 DAYS AFTER THE
DEMAND DATE, (A) IF THE SEC TAKES THE POSITION THAT REGISTRATION OF THE RESALE
OF THE REGISTRABLE SECURITIES BY THE HOLDER IS NOT AVAILABLE UNDER APPLICABLE
LAWS, RULES AND REGULATIONS AND THAT THE COMPANY MUST REGISTER THE OFFERING OF
THE REGISTRABLE SECURITIES AS A PRIMARY OFFERING BY THE COMPANY, OR (B) IF THE
REGISTRATION STATEMENT RECEIVES SEC REVIEW, THEN THE DEMAND EFFECTIVE DATE WILL
BE THE 120TH DAY AFTER THE DEMAND DATE.
IN THE CASE THE SEC TAKES THE POSITION
THAT RESALE REGISTRATION IS NOT AVAILABLE, THE COMPANY WILL, WITHIN 40 BUSINESS
DAYS AFTER THE DATE THE COMPANY RECEIVES SUCH SEC RESPONSE, FILE A REGISTRATION
STATEMENT AS A PRIMARY OFFERING.
THE COMPANY'S BEST EFFORTS WILL INCLUDE,
WITHOUT LIMITATION, PROMPTLY RESPONDING TO ALL COMMENTS RECEIVED FROM THE STAFF
OF THE SEC.
IF THE COMPANY RECEIVES NOTIFICATION FROM THE SEC THAT THE
REGISTRATION STATEMENT WILL RECEIVE NO ACTION OR REVIEW FROM THE SEC, THEN THE
COMPANY WILL CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE WITHIN FIVE
BUSINESS DAYS AFTER SUCH SEC NOTIFICATION, IF PERMITTED BY THE SEC AND
APPLICABLE RULES AND REGULATIONS.
ONCE THE REGISTRATION STATEMENT IS DECLARED
EFFECTIVE BY THE SEC, THE COMPANY WILL CAUSE THE REGISTRATION STATEMENT TO
REMAIN EFFECTIVE THROUGHOUT THE REGISTRATION PERIOD, EXCEPT AS PERMITTED UNDER
THIS SECTION.
"REGISTRATION PERIOD" MEANS THE PERIOD BETWEEN THE DEMAND DATE
AND THE EARLIER OF THE DATE ON (I) WHICH