DELAYED.
F.
POSTPONEMENT.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THE COMPANY SHALL BE ENTITLED TO POSTPONE (BUT
NOT MORE THAN ONCE IN ANY SIX-MONTH PERIOD), FOR A REASONABLE PERIOD OF TIME NOT
IN EXCESS OF 60 DAYS (AND NOT FOR PERIODS EXCEEDING, IN THE AGGREGATE, 75 DAYS
DURING ANY 12-MONTH PERIOD), THE FILING OR INITIAL EFFECTIVENESS OF A DEMAND
REGISTRATION IF THE COMPANY DELIVERS TO THE INVESTORS A CERTIFICATE SIGNED BY
THE CHIEF EXECUTIVE OFFICER OF THE COMPANY CERTIFYING THAT, IN THE GOOD FAITH
JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, SUCH REGISTRATION, OFFERING
OR USE WOULD REASONABLY BE EXPECTED TO MATERIALLY ADVERSELY AFFECT OR MATERIALLY
INTERFERE WITH ANY BONA FIDE AND REASONABLY IMMINENT MATERIAL FINANCING OF THE
COMPANY OR ANY REASONABLY IMMINENT MATERIAL TRANSACTION UNDER CONSIDERATION BY
THE COMPANY OR WOULD REQUIRE THE DISCLOSURE OF INFORMATION THAT HAS NOT BEEN,
AND IS NOT OTHERWISE REQUIRED TO BE, DISCLOSED TO THE PUBLIC, THE PREMATURE
DISCLOSURE OF WHICH WOULD MATERIALLY ADVERSELY AFFECT THE COMPANY.
3.
PIGGYBACK REGISTRATIONS.
A.
RIGHT TO PIGGYBACK.
WHENEVER THE
COMPANY PROPOSES TO REGISTER ANY OF ITS SECURITIES UNDER THE 1933 ACT (OTHER
THAN PURSUANT TO SECTION 2 OF THE AGREEMENT) IN CONNECTION WITH A PUBLIC
OFFERING OF SUCH SECURITIES FOR CASH (OTHER THAN A REGISTRATION RELATING SOLELY
TO THE SALE OF SECURITIES TO PARTICIPANTS IN A STOCK INCENTIVE PLAN OF THE
COMPANY, IN THEIR CAPACITY AS SUCH) AND THE REGISTRATION FORM TO BE USED MAY BE
USED FOR THE REGISTRATION OF REGISTRABLE SECURITIES (A "PIGGYBACK
REGISTRATION"), THE COMPANY WILL GIVE PROMPT WRITTEN NOTICE (AND IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS AFTER ITS RECEIPT OF NOTICE OF ANY EXERCISE OF
DEMAND REGISTRATION RIGHTS OTHER THAN UNDER THIS AGREEMENT), WHICH NOTICE SHALL
DESCRIBE THE OFFERING CONTEMPLATED THEREBY, TO ALL INVESTORS OF ITS INTENTION TO
EFFECT SUCH A REGISTRATION AND WILL INCLUDE IN SUCH REGISTRATION ALL REGISTRABLE
SECURITIES HELD BY ANY INVESTORS (IN ACCORDANCE WITH THE PRIORITIES SET FORTH IN
SECTIONS 3(B) AND 3(C) BELOW) WITH RESPECT TO WHICH THE COMPANY HAS RECEIVED
WRITTEN REQUESTS FOR INCLUSION WITHIN TWENTY (20) DAYS AFTER THE DELIVERY OF THE
COMPANY'S NOTICE; PROVIDED, HOWEVER, THAT IF THE PIGGYBACK REGISTRATION IS FOR
AN OFFERING PURSUANT TO RULE 415, THE COMPANY SHALL NOT BE REQUIRED TO INCLUDE
IN THE APPLICABLE REGISTRATION STATEMENT A NUMBER OF REGISTRABLE SECURITIES IN
EXCESS OF THE PERMITTED REGISTRATION AMOUNT; PROVIDED, FURTHER, THAT THE COMPANY
SHALL HAVE THE RIGHT TO TERMINATE OR WITHDRAW ANY PIGGYBACK REGISTRATION
INITIATED BY IT UNDER THIS SECTION 3(A) BEFORE THE EFFECTIVE DATE OF SUCH
PIGGYBACK REGISTRATION.
B.
ALLOCATION AND PRIORITY OF REGISTRABLE
SECURITY IN A PIGGYBACK REGISTRATION.
I.
IF THE REGISTRABLE SECURITIES ARE
THEN ELIGIBLE FOR SALE ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 AND
A PIGGYBACK REGISTRATION IS FOR AN OFFERING PURSUANT TO RULE 415 AND THE NUMBER
OF REGISTRABLE SECURITIES REQUIRED BY THE INVESTORS TO BE INCLUDED THEREIN
EXCEEDS THE PERMITTED REGISTRATION AMOUNT, THE INITIAL NUMBER OF REGISTRABLE
5
SECURITIES INCLUDED IN ANY REGISTRATION STATEMENT IN RESPECT