RESUMED, AND, IN EITHER CASE, HAS RECEIVED COPIES OF ANY ADDITIONAL OR
SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT.
THE COMPANY MAY PROVIDE
APPROPRIATE STOP ORDERS TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH.
6.6
NO PIGGYBACK ON REGISTRATIONS.
NEITHER THE
COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER THAN THE INVESTORS IN SUCH
CAPACITY PURSUANT HERETO) MAY, WITHOUT THE PRIOR CONSENT OF THE LEAD INVESTOR,
INCLUDE SECURITIES OF THE COMPANY IN THE REGISTRATION STATEMENT OTHER THAN THE
REGISTRABLE SECURITIES, AND THE COMPANY SHALL NOT AFTER THE DATE HEREOF ENTER
INTO ANY AGREEMENT PROVIDING ANY RIGHT INCONSISTENT WITH THIS PARAGRAPH TO ANY
OF ITS SECURITY HOLDERS.
NOTWITHSTANDING THE FOREGOING, ON OR BEFORE
FEBRUARY 3, 2006, THE COMPANY IS OBLIGATED TO FILE A REGISTRATION STATEMENT (THE
"PRIOR REGISTRATION STATEMENT") COVERING THE RESALE OF SHARES OF COMMON STOCK
UNDERLYING WARRANTS ISSUED TO UNDERWRITERS OF ITS INITIAL PUBLIC OFFERING.
THERE ARE 100,000 SHARES ELIGIBLE FOR THIS REGISTRATION STATEMENT, AND IT
CURRENTLY APPEARS THAT BETWEEN 45,000 AND 70,000 OF
30
THESE SHARES WILL PARTICIPATE.
INVESTORS HEREBY CONSENT TO THE PRIOR
REGISTRATION STATEMENT AND AGREE THAT THE COMPANY MAY, IN ITS SOLE DISCRETION,
INCLUDE ALL OR PART OF THE REGISTRABLE SECURITIES IN THE PRIOR REGISTRATION
STATEMENT.
TO THE EXTENT ONLY PART ARE INCLUDED, IT WILL BE DONE PRORATA AMONG
THE INVESTORS IN PROPORTION TO THE NUMBER OF REGISTRABLE SECURITIES HELD BY EACH
INVESTOR.
6.7
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME
DURING THE EFFECTIVENESS PERIOD THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT
COVERING ALL OF THE REGISTRABLE SECURITIES AND THE COMPANY SHALL DETERMINE TO
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT RELATING TO AN OFFERING
FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF
ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS PROMULGATED
UNDER THE SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO EQUITY
SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY ENTITY
OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION OR
OTHER EMPLOYEE BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH INVESTOR
WRITTEN NOTICE OF SUCH DETERMINATION AND IF, WITHIN TEN DAYS AFTER RECEIPT OF
SUCH NOTICE, ANY SUCH INVESTOR SHALL SO REQUEST IN WRITING, THE COMPANY SHALL
INCLUDE IN SUCH REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE
SECURITIES SUCH INVESTOR REQUESTS TO BE REGISTERED.
NOTWITHSTANDING THE
FOREGOING, IN THE EVENT THAT, IN CONNECTION WITH ANY UNDERWRITTEN PUBLIC
OFFERING, THE MANAGING UNDERWRITER(S) THEREOF SHALL IMPOSE A LIMITATION ON THE
NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE INCLUDED IN THE REGISTRATION
STATEMENT BECAUSE, IN SUCH UNDERWRITER(S)' JUDGMENT, MARKETING OR OTHER FACTORS
DICTATE SUCH LIMITATION IS NECESSARY TO FACILITATE PUBLIC DISTRIBUTION, THEN THE
COMPANY SHALL BE OBLIGATED TO INCLUDE IN SUCH REGISTRATION STATEMENT ONLY SUCH
LIMITED PORTION OF THE REGISTRABLE SECURITIES WITH RESPECT TO WHICH SUCH
INVESTOR HAS REQUESTED INCLUSION HEREUNDER AS THE UNDERWRITER SHALL PERMIT;
PROVIDED, HOWEVER, THAT (I)