OF THE REQUEST OF INVESTOR, AND, PROVIDED
FURTHER, THAT THE COMPANY SHALL NOT DEFER ITS OBLIGATION IN THIS MANNER MORE
THAN ONCE IN ANY TWELVE-MONTH PERIOD.
THE DATE ON WHICH THE COMPANY RECEIVES
SUCH NOTICE IS REFERRED TO HEREIN AS THE "DEMAND DATE."
IN THE EVENT THAT FORM
S-3 IS UNAVAILABLE AND/OR INAPPROPRIATE FOR SUCH A REGISTRATION OF ALL THE
REGISTRABLE SECURITIES, THE COMPANY SHALL USE SUCH OTHER FORM OR FORMS AS ARE
AVAILABLE AND APPROPRIATE FOR SUCH A REGISTRATION, SUBJECT TO THE CONSENT OF THE
INVESTOR, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
2.2
FILING AND EFFECTIVENESS OF THE REGISTRATION STATEMENT.
THE
COMPANY WILL USE ITS BEST EFFORTS TO FILE WITH THE SEC A REGISTRATION STATEMENT
REGISTERING ALL OF THE REGISTRABLE SECURITIES REQUESTED BY INVESTOR PURSUANT TO
SECTION 2.1 FOR RESALE WITHIN 20 DAYS AFTER THE DEMAND DATE AND TO CAUSE THE
REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE SEC AS SOON AS
PRACTICABLE AFTER FILING, AND IN ANY EVENT NO LATER THAN THE 90TH DAY AFTER THE
DEMAND DATE (THE "REQUIRED EFFECTIVE DATE").
HOWEVER, SO LONG AS THE COMPANY
FILED THE APPLICABLE REGISTRATION STATEMENT WITHIN 20 DAYS AFTER THE DEMAND
DATE, (A) IF THE SEC TAKES THE POSITION THAT REGISTRATION OF THE RESALE OF THE
REGISTRABLE SECURITIES BY INVESTOR IS NOT AVAILABLE UNDER APPLICABLE LAWS, RULES
AND REGULATION AND THAT THE COMPANY MUST REGISTER THE OFFERING OF THE
REGISTRABLE SECURITIES AS A PRIMARY OFFERING BY THE COMPANY, OR (B) IF A
REGISTRATION STATEMENT RECEIVES SEC REVIEW, THEN THE REQUIRED EFFECTIVE DATE
WILL BE THE 120TH DAY AFTER THE DEMAND DATE.
IN THE CASE OF AN SEC RESPONSE
DESCRIBED IN CLAUSE (A), THE COMPANY WILL, WITHIN 40 BUSINESS DAYS AFTER THE
DATE THE COMPANY RECEIVES SUCH SEC RESPONSE, FILE A REGISTRATION STATEMENT AS A
PRIMARY OFFERING.
THE COMPANY'S BEST EFFORTS WILL INCLUDE, BUT NOT BE LIMITED
TO, PROMPTLY RESPONDING TO ALL COMMENTS RECEIVED FROM THE STAFF OF THE SEC.
IF
THE COMPANY RECEIVES NOTIFICATION FROM THE SEC THAT ANY REGISTRATION STATEMENT
WILL RECEIVE NO ACTION OR REVIEW FROM THE SEC, THEN THE COMPANY WILL FILE WITH
THE SEC A REQUEST FOR ACCELERATION IN ACCORDANCE WITH RULE 461 PROMULGATED UNDER
THE SECURITIES ACT AND CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
WITHIN FIVE BUSINESS DAYS AFTER SUCH SEC NOTIFICATION.
ONCE A REGISTRATION
STATEMENT IS DECLARED EFFECTIVE BY THE SEC, THE COMPANY WILL CAUSE SUCH
REGISTRATION STATEMENT TO REMAIN EFFECTIVE THROUGHOUT THE REGISTRATION PERIOD,
EXCEPT AS PERMITTED UNDER SECTION 3.
2.3
PIGGYBACK REGISTRATIONS.
(A)
IF, AT ANY TIME PRIOR TO THE EXPIRATION OF THE REGISTRATION
PERIOD, (I) A REGISTRATION STATEMENT CONTEMPLATED IN SECTION 2.1 ABOVE IS NOT
DECLARED EFFECTIVE WITH RESPECT TO ALL OF THE REGISTRABLE SECURITIES TO WHICH IT
APPLIES AND THE COMPANY DECIDES TO REGISTER ANY OF ITS SECURITIES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF OTHERS, OR (II) EVEN IF A REGISTRATION STATEMENT
CONTEMPLATED IN SECTION 2.1 ABOVE IS DECLARED EFFECTIVE, IF THE COMPANY DECIDES
TO REGISTER SHARES OF COMMON STOCK IN AN UNDERWRITTEN OFFERING FOR