PURSUANT TO THIS SECTION 4.10(A) SHALL BE
EFFECTED BY MEANS OF A SHELF REGISTRATION UNDER THE SECURITIES ACT (A "SHELF
REGISTRATION STATEMENT") IN ACCORDANCE WITH THE METHODS AND DISTRIBUTION SET
FORTH IN THE SHELF REGISTRATION STATEMENT AND RULE 415.
IF THE INVESTOR OR ANY
OTHER HOLDER OF REGISTRABLE SECURITIES TO WHOM THE REGISTRATION RIGHTS CONFERRED
BY THIS AGREEMENT HAVE BEEN TRANSFERRED IN COMPLIANCE WITH THIS AGREEMENT
INTENDS TO DISTRIBUTE ANY REGISTRABLE SECURITIES BY MEANS OF AN UNDERWRITTEN
OFFERING IT SHALL PROMPTLY SO ADVISE THE COMPANY AND THE COMPANY SHALL TAKE ALL
REASONABLE STEPS TO FACILITATE SUCH DISTRIBUTION, INCLUDING THE ACTIONS REQUIRED
PURSUANT TO SECTION 4.10(C); PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO
FACILITATE AN UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES UNLESS THE
EXPECTED GROSS PROCEEDS FROM SUCH OFFERING EXCEED $20 MILLION.
THE LEAD
UNDERWRITERS IN ANY SUCH DISTRIBUTION SHALL BE SELECTED BY THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES TO BE DISTRIBUTED AND BE REASONABLY
ACCEPTABLE TO THE COMPANY.
(3)
THE COMPANY SHALL NOT BE REQUIRED TO EFFECT A REGISTRATION
(INCLUDING A RESALE OF REGISTRABLE SECURITIES FROM AN EFFECTIVE SHELF
REGISTRATION STATEMENT) OR AN UNDERWRITTEN OFFERING PURSUANT TO THIS
SECTION 4.10(A):
(I) WITH RESPECT TO SECURITIES THAT ARE NOT REGISTRABLE
SECURITIES; (II) DURING ANY SCHEDULED BLACK-OUT PERIOD; OR (III) IF THE COMPANY
HAS NOTIFIED THE INVESTOR AND ALL OTHER HOLDERS THAT IN THE GOOD FAITH JUDGMENT
OF THE BOARD OF DIRECTORS, IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY OR
ITS SECURITY HOLDERS FOR SUCH REGISTRATION OR UNDERWRITTEN OFFERING TO BE
EFFECTED AT SUCH TIME, IN WHICH EVENT THE COMPANY SHALL HAVE THE RIGHT TO DEFER
SUCH REGISTRATION OR UNDERWRITTEN OFFERING FOR A PERIOD OF NOT MORE THAN 45 DAYS
AFTER RECEIPT OF THE REQUEST OF THE INVESTOR OR ANY OTHER HOLDER; PROVIDED THAT
SUCH RIGHT TO DELAY A REGISTRATION OR UNDERWRITTEN OFFERING SHALL BE EXERCISED
BY THE COMPANY (A) ONLY IF THE COMPANY HAS GENERALLY EXERCISED (OR IS
CONCURRENTLY EXERCISING) SIMILAR BLACK-OUT RIGHTS AGAINST HOLDERS OF SIMILAR
SECURITIES THAT HAVE REGISTRATION RIGHTS AND (B) NOT MORE THAN TWICE IN ANY
12-MONTH PERIOD AND NOT MORE THAN 90 DAYS IN THE AGGREGATE IN ANY 12-MONTH
PERIOD.
(4)
[WHENEVER THE COMPANY PROPOSES TO REGISTER ANY OF ITS EQUITY
SECURITIES, OTHER THAN A REGISTRATION PURSUANT TO SECTION 4.10(A)(1) OR A
SPECIAL REGISTRATION, AND THE REGISTRATION FORM TO BE FILED MAY BE USED FOR THE
REGISTRATION OR QUALIFICATION FOR DISTRIBUTION OF REGISTRABLE SECURITIES, THE
COMPANY WILL GIVE PROMPT WRITTEN NOTICE TO THE INVESTOR AND ALL OTHER HOLDERS OF
ITS INTENTION TO EFFECT SUCH A REGISTRATION (BUT IN NO EVENT LESS THAN TEN DAYS
PRIOR TO THE ANTICIPATED FILING DATE) AND (SUBJECT TO CLAUSE (6) BELOW) WILL
INCLUDE IN SUCH REGISTRATION ALL REGISTRABLE SECURITIES WITH RESPECT TO WHICH
THE COMPANY HAS RECEIVED WRITTEN REQUESTS FOR INCLUSION THEREIN WITHIN TEN
BUSINESS DAYS AFTER THE DATE OF THE COMPANY'S NOTICE (A "PIGGYBACK
REGISTRATION").
ANY SUCH PERSON THAT HAS MADE SUCH A WRITTEN REQUEST MAY
WITHDRAW ITS REGISTRABLE SECURITIES FROM SUCH PIGGYBACK REGISTRATION BY