REGISTRABLE SECURITIES AS ARE SPECIFIED IN SUCH
REQUEST.
(B)
NOTWITHSTANDING SECTION 2(A), THE COMPANY
SHALL NOT BE OBLIGATED TO TAKE ANY ACTION TO EFFECT OR COMPLETE ANY SUCH
REGISTRATION PURSUANT TO THIS SECTION 2:
(I)
DURING THE PERIOD STARTING WITH THE DATE
NINETY (90) DAYS PRIOR TO THE COMPANY'S ESTIMATED DATE OF FILING OF, AND ENDING
ON THE DATE SIXTY (60) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF, ANY
REGISTRATION STATEMENT PERTAINING TO SECURITIES OF THE COMPANY (OTHER THAN A
REGISTRATION OF SECURITIES IN A RULE 145 TRANSACTION OR WITH RESPECT TO AN
EMPLOYEE BENEFIT PLAN), PROVIDED, THAT THE COMPANY GIVES NOTICE OF ITS INTENTION
TO FILE SUCH REGISTRATION STATEMENT TO THE HOLDER OR HOLDERS WITHIN THIRTY (30)
DAYS OF ITS REQUEST FOR SUCH REGISTRATION; AND PROVIDED, FURTHER THAT THE
COMPANY IS ACTIVELY EMPLOYING IN GOOD FAITH ALL REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE; HOWEVER, THE COMPANY MAY NOT DELAY A
REQUESTED REGISTRATION UNDER THIS PARAGRAPH IF THE COMPANY'S REGISTRATION
STATEMENT WILL INCLUDE NO EQUITY SECURITIES OR SECURITIES CONVERTIBLE INTO
EQUITY SECURITIES AND THE REQUESTED REGISTRATION WILL NOT BE PART OF AN
UNDERWRITTEN PUBLIC OFFERING; OR
(II)
AFTER THE COMPANY HAS EFFECTED TWO
(2) REGISTRATIONS PURSUANT TO THIS SECTION 2; PROVIDED THAT ANY REGISTRATION
REQUEST THAT (A) IS DELAYED BY THE COMPANY PURSUANT TO SECTION 2(B)(I) OR
(B) DOES NOT RESULT IN A REGISTRATION BEING EFFECTED, WILL NOT COUNT TOWARDS
SUCH TWO (2) REGISTRATION LIMIT; OR
(III)
IF THE HOLDER REQUESTING REGISTRATION IS
ABLE TO SELL ALL OF SUCH HOLDER'S SHARES REQUESTED TO BE REGISTERED UNDER
RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED UNDER THE SECURITIES
ACT; OR
(IV)
IF THE COMPANY SHALL FURNISH TO THE HOLDER OR
HOLDERS REQUESTING REGISTRATION A CERTIFICATE SIGNED BY THE PRESIDENT OF THE
COMPANY STATING THAT IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE
COMPANY, IT WOULD BE DETRIMENTAL TO THE COMPANY AND ITS STOCKHOLDERS FOR SUCH
REGISTRATION STATEMENT TO BE FILED AND IT IS THEREFORE ESSENTIAL TO DEFER THE
FILING OF SUCH REGISTRATION STATEMENT, THE COMPANY SHALL HAVE THE RIGHT TO DEFER
SUCH FILING FOR A PERIOD OF NOT MORE THAN 120 DAYS AFTER RECEIPT OF THE REQUEST
OF THE INITIATING HOLDERS; PROVIDED, HOWEVER, THAT THE COMPANY MAY NOT UTILIZE
THIS RIGHT MORE THAN ONCE IN ANY 12-MONTH PERIOD.
(C)
IF THE REGISTRATION PURSUANT TO THIS
SECTION 2 IS EFFECTED THROUGH A FIRM COMMITMENT UNDERWRITTEN PUBLIC OFFERING AT
THE ELECTION OF THE HOLDER, THE COMPANY SHALL, TOGETHER WITH SUCH HOLDER, ENTER
INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH A MANAGING UNDERWRITER
SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE COMPANY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 2, IF THE MANAGING
UNDERWRITER ADVISES THE COMPANY IN WRITING THAT MARKETING FACTORS REQUIRE A
LIMITATION OF THE NUMBER OF SHARES TO BE UNDERWRITTEN, THEN THE COMPANY SHALL SO
ADVISE THE HOLDER AND THE NUMBER OF SHARES OF REGISTRABLE SECURITIES THAT MAY BE
INCLUDED IN THE REGISTRATION AND UNDERWRITING SHALL BE LIMITED TO SUCH