LIMITATION. IF
ANY SUCH HOLDER OF REGISTRABLE SECURITIES DISAPPROVES OF THE TERMS OF ANY SUCH
UNDERWRITING, SUCH HOLDER MAY ELECT TO WITHDRAW THEREFROM BY WRITTEN NOTICE TO
THE COMPANY AND THE UNDERWRITER. ANY REGISTRABLE SECURITIES OR OTHER SECURITIES
EXCLUDED OR WITHDRAWN FROM SUCH UNDERWRITING SHALL BE WITHDRAWN FROM SUCH
REGISTRATION.
(C)
FORM S-3.
FOLLOWING THE CLOSING, THE
COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO QUALIFY FOR
REGISTRATION ON FORM S-3 FOR SECONDARY SALES. AFTER THE COMPANY HAS QUALIFIED
FOR THE USE OF FORM S-3, EACH INVESTOR SHALL HAVE THE RIGHT TO REQUEST THREE (3)
REGISTRATIONS ON FORM S-3 WITH RESPECT TO ALL OR A PART OF THE REGISTRABLE
SECURITIES HELD BY SUCH INVESTOR (ALL SUCH REQUESTS SHALL BE IN WRITING AND
SHALL STATE THE NUMBER OF SHARES OF REGISTRABLE SECURITIES TO BE DISPOSED OF AND
THE INTENDED METHOD OF DISPOSITION OF SHARES BY THE INVESTOR), PROVIDED THAT THE
COMPANY SHALL NOT BE OBLIGATED TO EFFECT, OR TAKE ANY ACTION TO EFFECT, ANY SUCH
REGISTRATION PURSUANT TO THIS SECTION 2(C):
(I)
UNLESS SUCH INVESTOR PROPOSES TO DISPOSE
OF SHARES OF REGISTRABLE SECURITIES HAVING AN AGGREGATE PRICE TO THE PUBLIC
(BEFORE DEDUCTION OF UNDERWRITING DISCOUNTS AND EXPENSES OF SALE) OF MORE THAN
$5,000,000;
(II)
WITHIN 180 DAYS OF THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT FOR THE MOST RECENT REGISTRATION PURSUANT TO THIS
SECTION 2(C) IN WHICH SECURITIES HELD BY THE INVESTOR COULD HAVE BEEN INCLUDED
FOR SALE OR DISTRIBUTION; OR
(III)
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 REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE; PROVIDED, HOWEVER, THAT THE COMPANY
MAY ONLY DELAY AN OFFERING PURSUANT TO THIS SECTION 2(C)(III) FOR A PERIOD OF
NOT MORE THAN SIXTY (60) 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.
The Company shall give written notice to the other Investor and all Other
Stockholders of the receipt of a request for Registration pursuant to this
Section 2(c) and shall provide a reasonable opportunity for the other Investor
and such Other Stockholders to participate in the Registration, provided that if
the Registration is for an underwritten offering, the terms of Section 2(a)(ii)
shall apply to all participants in such offering. Subject to the foregoing, the
Company will use all
6
commercially reasonable efforts to effect promptly the Registration of all
shares of Registrable Securities on Form S-3 to the extent requested by the
holders thereof for purposes of disposition.
(D)
EXPENSES OF REGISTRATION.
ALL REGISTRATION
EXPENSES SHALL BE