RULE OR REGULATION
HEREAFTER ADOPTED BY THE COMMISSION, COVERING ALL OF THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THE SERIES B-1 STOCK HELD BY EACH OF THE HOLDERS (THE "SHELF
REGISTRATION STATEMENT").
THE SHELF REGISTRATION STATEMENT SHALL BE ON FORM S-3
(OR ANY SUCCESSOR FORM THEN IN EFFECT) UNDER THE SECURITIES ACT (OR ANOTHER
APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE HOLDERS) PERMITTING
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REGISTRATION OF SUCH REGISTRABLE SECURITIES FOR RESALE BY EACH OF THE HOLDERS IN
THE MANNER OR MANNERS DESIGNATED BY THEM.
THE COMPANY SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO EFFECT SUCH REGISTRATION (INCLUDING, WITHOUT
LIMITATION, APPROPRIATE QUALIFICATION UNDER APPLICABLE BLUE SKY OR OTHER STATE
SECURITIES LAWS AND APPROPRIATE COMPLIANCE WITH APPLICABLE REGULATIONS ISSUED
UNDER THE SECURITIES ACT AND ANY OTHER GOVERNMENTAL REQUIREMENTS OR REGULATIONS)
BY THE SECOND ANNIVERSARY OF THIS AGREEMENT, AND SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO KEEP SUCH SHELF REGISTRATION STATEMENT CONTINUOUSLY
EFFECTIVE UNDER THE SECURITIES ACT UNTIL SUCH TIME AS WHEN ALL OF THE
REGISTRABLE SECURITIES COVERED BY SUCH SHELF REGISTRATION STATEMENT HAVE CEASED
TO BE REGISTRABLE SECURITIES (THE "SHELF EFFECTIVE PERIOD").
(B)
IF AS DETERMINED BY INVESTORS HOLDING A
MAJORITY OF THE REGISTRABLE SECURITIES ANY OFFERING PURSUANT TO A REGISTRATION
STATEMENT PURSUANT TO SECTION 2.1 HEREOF INVOLVES AN UNDERWRITTEN OFFERING, THE
COMPANY SHALL HAVE THE RIGHT TO SELECT LEGAL COUNSEL AND AN INVESTMENT BANKER OR
BANKERS AND MANAGER OR MANAGERS TO ADMINISTER THE OFFERING, WHICH INVESTMENT
BANKER OR BANKERS OR MANAGER OR MANAGERS SHALL BE REASONABLY SATISFACTORY TO THE
INVESTORS; PROVIDED, HOWEVER, THAT THE INVESTORS SHALL NOT BE ENTITLED TO EFFECT
MORE THAN TWO (2) UNDERWRITTEN OFFERINGS UNDER THE SHELF REGISTRATION STATEMENT
UNLESS THE INVESTORS ARE UNABLE TO SELL, THROUGH THE COMMERCIALLY REASONABLE
EFFORTS OF THE COMPANY, THE MANAGING UNDERWRITER AND THE INVESTORS, AT LEAST
2,184,000 SHARES OF COMMON STOCK IN THE AGGREGATE IN BOTH SUCH OFFERINGS AND ANY
UNDERWRITTEN OFFERINGS PURSUANT TO SECTION 2.3 BELOW, IN WHICH CASE THE
INVESTORS SHALL BE ENTITLED TO ONE (1) ADDITIONAL UNDERWRITTEN OFFERING PURSUANT
TO THE SHELF REGISTRATION STATEMENT.
IN ANY EVENT, THE INVESTORS WILL NOT BE
ENTITLED TO EFFECT MORE THAN ONE UNDERWRITTEN PUBLIC OFFERING PER YEAR PURSUANT
TO THE SHELF REGISTRATION STATEMENT. IN THE EVENT OF ANY UNDERWRITTEN PUBLIC
OFFERING PURSUANT TO THIS SECTION 2.1, THE COMPANY AND THE INVESTORS SHALL USE,
AND THE COMPANY SHALL CAUSE ANY OTHER SECURITYHOLDER COVERED BY THE REGISTRATION
STATEMENT TO AGREE TO USE, COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH
EACH OTHER AND THE MANAGING UNDERWRITERS IN SUCH OFFERING, INCLUDING ENTERING
INTO UNDERWRITING AGREEMENTS AND LOCK-UP AGREEMENTS IN CUSTOMARY FORM FOR
ISSUERS OR SELLING SHAREHOLDERS, AS APPLICABLE, AND THE COMPANY FURNISHING
CUSTOMARY OPINIONS OF COUNSEL AND COMFORT LETTERS AND PARTICIPATING IN INVESTOR
PRESENTATIONS OR ROAD SHOWS.
EXCEPT FOR SUCH NUMBER OF SECURITIES AS SHALL, IN
THE REASONABLE OPINION OF THE MANAGING UNDERWRITERS FOR ANY UNDERWRITTEN
OFFERING, NOT EXCEED THE MAXIMUM NUMBER OF SECURITIES PRACTICABLE TO INCLUDE IN
SUCH OFFERING, ANY UNDERWRITTEN OFFERING EFFECTED PURSUANT TO THIS SECTION
2.1(A) SHALL INCLUDE ONLY REGISTRABLE SECURITIES.
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SECTION 2.2