than as provided in any underwriting agreement entered into in connection with
such offering. In no event shall Registration Expenses be deemed to include
Selling Expenses;
"Securities"
shall have the meaning set forth in Section 2(1) of the
Securities Act;
"Securities Act"
shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder; and
"Selling Expenses"
shall mean all underwriting discounts, selling commissions,
brokerage fees and transfer taxes applicable to the sale of Registrable
Securities and all fees and disbursements of counsel for each Investor.
SECTION 2.
REGISTRATION RIGHTS
(A)
REQUESTED REGISTRATION.
(I)
REQUEST FOR REGISTRATION.
AFTER THE
RECEIPT OF A WRITTEN REQUEST FROM EITHER INVESTOR (SUCH INVESTOR, THE "DEMANDING
INVESTOR") AT ANY TIME AFTER 180 DAYS FOLLOWING THE CLOSING REQUESTING THAT THE
COMPANY EFFECT ANY REGISTRATION UNDER THE SECURITIES ACT COVERING ALL OR PART OF
THE REGISTRABLE SECURITIES HELD BY SUCH INVESTOR, THE COMPANY SHALL, (I) AS
EXPEDITIOUSLY AS IS POSSIBLE, BUT IN ANY EVENT NO LATER THAN FORTY-FIVE (45)
DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM A DEMANDING INVESTOR, FILE A
REGISTRATION STATEMENT WITH THE SEC FOR SUCH REGISTRATION RELATING TO ALL SHARES
OF REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN SO REQUESTED TO REGISTER BY
SUCH INVESTOR FOR SALE, AND (II) USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE SEC AS SOON AS
IS PRACTICABLE; PROVIDED THAT THE COMPANY SHALL NOT BE OBLIGATED TO EFFECT, OR
TAKE ANY ACTION TO EFFECT, ANY SUCH REGISTRATION PURSUANT TO THIS SECTION 2(A):
(1)
AFTER THE COMPANY HAS EFFECTED THREE (3)
SUCH REGISTRATIONS REQUESTED BY EACH INVESTOR PURSUANT TO THIS SECTION 2(A) AND
THE REGISTRATION STATEMENTS FOR SUCH REGISTRATIONS HAVE BEEN DECLARED OR ORDERED
EFFECTIVE;
(2)
IF THE REGISTRABLE SECURITIES REQUESTED BY
SUCH INVESTOR TO BE REGISTERED PURSUANT TO SUCH REQUEST DO NOT HAVE AN
ANTICIPATED AGGREGATE PUBLIC OFFERING PRICE (BEFORE ANY UNDERWRITING DISCOUNTS
AND COMMISSIONS) OF AT LEAST $5,000,000; OR
(3)
DURING THE PERIOD STARTING WITH THE DATE
THIRTY (30) DAYS PRIOR TO THE COMPANY'S GOOD FAITH ESTIMATE OF THE DATE OF
FILING OF, AND ENDING ON THE DATE NINETY (90) 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 IS ACTIVELY
EMPLOYING IN GOOD FAITH ALL COMMERCIALLY
3
REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE;
PROVIDED, FURTHER, HOWEVER, THAT THE COMPANY MAY ONLY DELAY AN OFFERING PURSUANT
TO THIS SECTION 2(A)(I)(3) FOR A PERIOD OF NOT MORE THAN NINETY (90) DAYS, IF A
FILING OF ANY OTHER REGISTRATION STATEMENT IS NOT MADE WITHIN THAT PERIOD AND
THE COMPANY MAY ONLY EXERCISE THIS RIGHT ONCE IN ANY TWELVE (12) MONTH PERIOD.
(II)
OTHER STOCKHOLDERS.
THE REGISTRATION
STATEMENT FILED PURSUANT TO ANY SUCH REQUEST OF ANY DEMANDING INVESTOR MAY,
SUBJECT TO THE PROVISIONS OF SECTION 2(A)(IV) BELOW, INCLUDE REGISTRABLE
SECURITIES OF THE OTHER