WITHIN 10 DAYS OF
THE DATE THE COMPANY DEMAND REGISTRATION NOTICE IS GIVEN, AND IN EACH CASE,
SUBJECT TO THE LIMITATIONS SET FORTH HEREIN.
THE HOLDERS WILL BE PERMITTED TO
ONE DEMAND REGISTRATION PURSUANT TO THIS SECTION 2.1 UPON THE EARLIER TO OCCUR
OF (A) THE CONVERSION OF ALL OF THE OUTSTANDING SHARES OF SERIES A PREFERRED
STOCK INTO REGISTRABLE SECURITIES; OR (B) THE DATE THAT IS NINE MONTHS AFTER THE
DATE OF THE CLOSING (AS DEFINED IN THE PURCHASE AGREEMENT).
(B)
NOTWITHSTANDING THE FOREGOING OBLIGATIONS, IF THE COMPANY
FURNISHES TO HOLDERS REQUESTING A REGISTRATION PURSUANT TO THIS SECTION 2.1 A
CERTIFICATE SIGNED BY THE COMPANY'S CHIEF EXECUTIVE OFFICER OR CHAIRMAN OF THE
BOARD STATING THAT IN THE GOOD FAITH JUDGMENT OF THE COMPANY'S BOARD OF
DIRECTORS IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY AND ITS SHAREHOLDERS
FOR SUCH REGISTRATION STATEMENT TO EITHER BECOME EFFECTIVE OR REMAIN EFFECTIVE
FOR AS LONG AS SUCH REGISTRATION STATEMENT OTHERWISE WOULD BE REQUIRED TO REMAIN
EFFECTIVE, BECAUSE SUCH ACTION WOULD: (I) MATERIALLY INTERFERE WITH A
SIGNIFICANT ACQUISITION, CORPORATE REORGANIZATION, OR OTHER SIMILAR TRANSACTION
INVOLVING THE COMPANY; (II) REQUIRE PREMATURE DISCLOSURE OF MATERIAL NON-PUBLIC
INFORMATION THAT THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR PRESERVING AS
CONFIDENTIAL; OR (III) RENDER THE COMPANY UNABLE TO COMPLY WITH REQUIREMENTS
UNDER APPLICABLE LAW OR A MATERIAL AGREEMENT OF THE COMPANY, THEN THE COMPANY
MAY DEFER TAKING ACTION WITH RESPECT TO SUCH FILING FOR A PERIOD OF NOT MORE
THAN 120 DAYS AFTER THE REQUEST OF THE INITIATING HOLDERS IS RECEIVED BY THE
COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY MAY NOT INVOKE THIS RIGHT MORE THAN
ONCE IN ANY TWELVE MONTH PERIOD; AND PROVIDED FURTHER THAT THE COMPANY SHALL NOT
REGISTER THE SALE OF ANY EQUITY SECURITIES FOR ITS OWN ACCOUNT OR THAT OF ANY
OTHER SHAREHOLDER DURING SUCH 120 DAY PERIOD OTHER THAN AN EXCLUDED
REGISTRATION.
4
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2.2
PIGGYBACK REGISTRATION. IF THE COMPANY PROPOSES TO REGISTER
(INCLUDING, FOR THIS PURPOSE, A REGISTRATION EFFECTED BY THE COMPANY FOR
SHAREHOLDERS OTHER THAN THE HOLDERS) ANY SHARES OF ITS COMMON STOCK UNDER THE
SECURITIES ACT IN CONNECTION WITH THE PUBLIC OFFERING OF SUCH SHARES SOLELY FOR
CASH (OTHER THAN IN AN EXCLUDED REGISTRATION), THE COMPANY SHALL, AT SUCH TIME,
PROMPTLY GIVE EACH HOLDER WRITTEN NOTICE OF SUCH REGISTRATION. UPON THE REQUEST
OF EACH HOLDER GIVEN WITHIN 20 DAYS AFTER SUCH NOTICE IS GIVEN BY THE COMPANY,
THE COMPANY SHALL, SUBJECT TO THE PROVISIONS OF SECTION 2.3, CAUSE TO BE
REGISTERED ALL OF THE REGISTRABLE SECURITIES THAT EACH SUCH HOLDER HAS REQUESTED
TO BE INCLUDED IN SUCH REGISTRATION (EACH SUCH REGISTRATION, A "PIGGYBACK
REGISTRATION"). EACH HOLDER HAS THE RIGHT TO PARTICIPATE IN UP TO TWO PIGGYBACK
REGISTRATIONS.
2.3
UNDERWRITING REQUIREMENTS.
(A)
(I)
IF ANY HOLDERS INTEND TO DISPOSE OF REGISTRABLE
SECURITIES BY MEANS OF AN UNDERWRITTEN OFFERING (EACH SUCH HOLDER, AN
"UNDERWRITING INITIATING HOLDER"), THEY WILL SO ADVISE THE COMPANY IN WRITING AS
FOLLOWS:
(A)
IF THE
UNDERWRITING INITIATING HOLDERS INTEND TO EFFECT SUCH UNDERWRITTEN OFFERING
PURSUANT TO A