RECEIVE FROM ANY INVESTOR OR INVESTORS A WRITTEN REQUEST OR
REQUESTS THAT THE COMPANY EFFECT A REGISTRATION ON FORM S-3 AND ANY RELATED
QUALIFICATION OR COMPLIANCE WITH RESPECT TO ALL OR A PART OF THE REGISTRABLE
SECURITIES OWNED BY SUCH INVESTOR OR INVESTORS, THE COMPANY WILL:
(A)
PROMPTLY GIVE WRITTEN NOTICE OF THE
PROPOSED REGISTRATION, AND ANY RELATED QUALIFICATION OR COMPLIANCE, TO ALL OTHER
INVESTORS;
(B)
AS SOON AS PRACTICABLE, EFFECT SUCH
REGISTRATION AND ALL SUCH QUALIFICATIONS AND COMPLIANCES AS MAY BE SO REQUESTED
AND AS WOULD PERMIT OR FACILITATE THE SALE AND DISTRIBUTION OF ALL OR SUCH
PORTION OF SUCH INVESTOR'S OR INVESTORS' REGISTRABLE SECURITIES AS ARE SPECIFIED
IN SUCH REQUEST, TOGETHER WITH ALL OR SUCH PORTION OF THE REGISTRABLE SECURITIES
OF ANY OTHER INVESTOR JOINING IN SUCH REQUEST AS ARE SPECIFIED IN A WRITTEN
REQUEST GIVEN WITHIN 15 DAYS AFTER RECEIPT OF SUCH WRITTEN NOTICE FROM THE
COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE OBLIGATED TO EFFECT
ANY SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE, PURSUANT TO THIS SECTION 4:
(1) IF FORM S-3 IS NOT AVAILABLE FOR SUCH OFFERING BY THE INVESTORS; (2) IF THE
INVESTORS, TOGETHER WITH THE HOLDERS OF ANY OTHER SECURITIES OF THE COMPANY
ENTITLED TO INCLUSION IN SUCH REGISTRATION, PROPOSE TO SELL REGISTRABLE
SECURITIES AND SUCH OTHER SECURITIES (IF ANY) AT AN AGGREGATE PRICE TO THE
PUBLIC (NET OF ANY UNDERWRITERS' DISCOUNTS OR COMMISSIONS) OF LESS THAN
$2,000,000; (3) IF THE COMPANY SHALL FURNISH TO THE INVESTORS A CERTIFICATE
SIGNED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY STATING THAT IN THE GOOD
FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, IT WOULD BE SERIOUSLY
DETRIMENTAL TO THE COMPANY AND ITS STOCKHOLDERS FOR SUCH FORM S-3 REGISTRATION
TO BE EFFECTED AT SUCH TIME OWING TO A MATERIAL PENDING TRANSACTION OR
DEVELOPMENT, IN WHICH EVENT THE COMPANY SHALL HAVE THE RIGHT TO DEFER THE FILING
OF THE FORM S-3 REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN NINETY (90)
DAYS AFTER RECEIPT OF THE REQUEST OF THE INVESTOR OR INVESTORS UNDER THIS
SECTION 4; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT UTILIZE THIS RIGHT MORE
THAN ONCE IN ANY TWELVE (12)- MONTH PERIOD; (4) IF THE COMPANY HAS, WITHIN THE
TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF SUCH REQUEST, ALREADY EFFECTED
TWO (2) REGISTRATIONS ON FORM S-3 FOR THE INVESTORS PURSUANT TO THIS SECTION 4;
(5) IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE REQUIRED TO
QUALIFY TO DO BUSINESS OR TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN
EFFECTING SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE OR (6) DURING THE
PERIOD ENDING ONE HUNDRED EIGHTY (180) DAYS AFTER THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT SUBJECT TO SECTION 3; AND
(C)
SUBJECT TO THE FOREGOING, THE COMPANY SHALL
FILE A REGISTRATION STATEMENT COVERING THE REGISTRABLE SECURITIES AND OTHER
SECURITIES SO REQUESTED TO BE REGISTERED AS SOON AS PRACTICABLE AFTER RECEIPT OF
THE REQUEST OR REQUESTS OF THE INVESTORS.
REGISTRATIONS EFFECTED PURSUANT TO
THIS SECTION 4 ARE IN