COMPANY'S UNDERWRITERS, THE INVESTOR SHALL BE ENTITLED TO
REQUEST REGISTRATION UNDER THE SECURITIES ACT OF ALL OR PART OF ITS REGISTRABLE
SECURITIES, THE ANTICIPATED AGGREGATE OFFERING PRICE OF WHICH, NET OF
UNDERWRITING DISCOUNTS AND COMMISSIONS, EXCEEDS $25,000,000, ON FORM S-1 OR ANY
SIMILAR LONG FORM-REGISTRATION.
(II)
IF THE COMPANY (OR ITS SUCCESSOR) SHALL RECEIVE FROM THE INVESTOR
A WRITTEN REQUEST THAT THE COMPANY EFFECT ANY REGISTRATION PURSUANT TO SECTION
8.2(A)(I), THE COMPANY (OR ITS SUCCESSOR) WILL (A) WITHIN THIRTY (30) DAYS OF
RECEIPT THEREOF DELIVER WRITTEN NOTICE OF THE PROPOSED REGISTRATION TO ANY OTHER
HOLDER OF REGISTRABLE SECURITIES; AND (B) AS SOON AS REASONABLY PRACTICABLE, USE
ITS REASONABLE EFFORTS TO EFFECT SUCH REGISTRATION (INCLUDING, WITHOUT
LIMITATION, THE EXECUTION OF AN UNDERTAKING TO FILE POST-EFFECTIVE AMENDMENTS,
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) AS MAY BE
SO REQUESTED AND AS WOULD PERMIT OR FACILITATE THE SALE AND DISTRIBUTION OF ALL
OR SUCH PORTION OF SUCH REGISTRABLE SECURITIES AS ARE SPECIFIED IN SUCH REQUEST,
TOGETHER WITH ALL OR SUCH PORTION OF THE REGISTRABLE SECURITIES OF ANY OTHER
HOLDER(S) OF REGISTRABLE SECURITIES JOINING IN SUCH REQUEST AS ARE SPECIFIED IN
A WRITTEN REQUEST DELIVERED TO THE COMPANY WITHIN TWENTY (20) DAYS AFTER
DELIVERY OF SUCH WRITTEN NOTICE FROM THE COMPANY;
(III)
THE COMPANY SHALL NOT BE OBLIGATED TO TAKE ANY ACTION TO EFFECT
ANY SUCH REGISTRATION PURSUANT TO THIS SECTION 8.2(A):
(A)
PRIOR TO THE TERMINATION OF THE LOCK-UP PERIOD FOR THE IPO;
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(B)
AFTER THE COMPANY HAS EFFECTED TWO (2) SUCH REGISTRATIONS PURSUANT
TO THIS SECTION 8.2(A), SUCH REGISTRATIONS HAVE BEEN DECLARED OR ORDERED
EFFECTIVE, AND KEPT EFFECTIVE BY THE COMPANY AS REQUIRED BY SECTION 8.4(A);
(C)
DURING THE PERIOD STARTING WITH THE DATE THE INVESTOR HAS
REQUESTED A REGISTRATION UNDER SECTION 8.2 HEREOF, AND ENDING ON A DATE ONE
HUNDRED AND EIGHTY (180) DAYS AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION;
PROVIDED THAT THE COMPANY IS ACTIVELY EMPLOYING IN GOOD FAITH ALL REASONABLE
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE;
(D)
DURING A REGISTRATION BLACKOUT PERIOD; OR
(E)
IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE
REQUIRED TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN EFFECTING SUCH
REGISTRATION UNLESS THE COMPANY IS ALREADY SUBJECT TO SERVICE IN SUCH
JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE SECURITIES ACT.
The registration statement filed pursuant to the request of the Investor may,
subject to the provisions of Sections 8.2(c)(ii) and Section 8.11 hereof,
include other securities of the Company with respect to which registration
rights have been granted, and may include securities being sold for the account
of the Company.
(B)
SHORT-FORM REGISTRATIONS.
(I)
AFTER THE IPO, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS
TO QUALIFY FOR REGISTRATION ON FORM S-3 OR ANY COMPARABLE OR SUCCESSOR FORM.
TO
THAT END THE COMPANY SHALL REGISTER (WHETHER OR NOT REQUIRED BY LAW TO