WOULD BE REQUIRED TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS
IN EFFECTING SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE, UNLESS THE COMPANY
IS ALREADY SUBJECT TO SERVICE IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED
BY THE SECURITIES ACT;
(II)
AFTER THE COMPANY HAS EFFECTED TWO SUCH
(2) REGISTRATIONS ON BEHALF OF THE INVESTORS PURSUANT TO THIS SECTION 2.
FOR
PURPOSES OF THIS PARAGRAPH, A REGISTRATION STATEMENT SHALL NOT BE COUNTED UNTIL
SUCH TIME AS SUCH REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC,
UNLESS THE INITIATING INVESTORS WITHDRAW THEIR REQUEST FOR SUCH REGISTRATION
OTHER THAN AS A RESULT OF MATERIAL ADVERSE INFORMATION CONCERNING THE BUSINESS
OR FINANCIAL CONDITION OF THE COMPANY WHICH WAS NOT KNOWN TO THE INITIATING
INVESTORS PRIOR TO THE DATE ON WHICH SUCH REGISTRATION WAS REQUESTED AND ELECT
NOT TO PAY THE REGISTRATION EXPENSES THEREFOR;
(III)
DURING THE NINETY (90) DAY PERIOD PRIOR TO
THE COMPANY'S GOOD FAITH ESTIMATE OF THE DATE OF FILING OF, AND ENDING ON A DATE
ONE HUNDRED EIGHTY (180) DAYS AFTER THE EFFECTIVE DATE OF, A COMPANY INITIATED
REGISTRATION SUBJECT TO SECTION 3 HEREOF; PROVIDED THAT THE COMPANY IS ACTIVELY
EMPLOYING IN GOOD FAITH ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE AND THAT THE COMPANY'S ESTIMATE OF
THE DATE OF FILING SUCH REGISTRATION STATEMENT IS MADE IN GOOD FAITH; OR
(IV)
IF THE INITIATING INVESTORS PROPOSE TO DISPOSE
OF SHARES OF REGISTRABLE SECURITIES THAT MAY BE IMMEDIATELY REGISTERED ON
FORM S-3 PURSUANT TO A REQUEST MADE PURSUANT TO SECTION 4 BELOW.
3.
COMPANY REGISTRATION.
IF (BUT WITHOUT
ANY OBLIGATION TO DO SO) THE COMPANY PROPOSES TO REGISTER (INCLUDING FOR THIS
PURPOSE A REGISTRATION EFFECTED BY THE COMPANY FOR STOCKHOLDERS OTHER THAN THE
INVESTORS) ANY OF ITS STOCK OR OTHER SECURITIES UNDER THE SECURITIES ACT IN
CONNECTION WITH THE PUBLIC OFFERING OF SUCH SECURITIES SOLELY FOR CASH (OTHER
THAN A REGISTRATION RELATING SOLELY TO THE SALE OF SECURITIES TO PARTICIPANTS IN
A COMPANY STOCK PLAN, A REGISTRATION ON ANY FORM WHICH DOES NOT INCLUDE
SUBSTANTIALLY THE SAME INFORMATION AS WOULD BE REQUIRED TO BE INCLUDED IN A
REGISTRATION STATEMENT COVERING THE SALE OF THE REGISTRABLE SECURITIES OR A
REGISTRATION IN WHICH THE ONLY COMMON STOCK BEING REGISTERED IS COMMON STOCK
ISSUABLE UPON CONVERSION OF DEBT SECURITIES WHICH ARE ALSO BEING REGISTERED),
THE COMPANY SHALL, AT SUCH TIME, PROMPTLY GIVE EACH INVESTOR WRITTEN NOTICE OF
SUCH REGISTRATION.
UPON THE WRITTEN REQUEST OF EACH INVESTOR GIVEN WITHIN
TWENTY (20) DAYS AFTER MAILING OF SUCH NOTICE BY THE COMPANY IN ACCORDANCE WITH
SECTION 15, THE COMPANY SHALL, SUBJECT TO THE PROVISIONS OF SECTION 6(Q), USE
ITS
4
COMMERCIALLY REASONABLE EFFORTS TO CAUSE TO BE REGISTERED UNDER THE SECURITIES
ACT ALL OF THE REGISTRABLE SECURITIES THAT EACH SUCH INVESTOR HAS REQUESTED TO
BE REGISTERED; PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT TO POSTPONE OR
WITHDRAW ANY REGISTRATION STATEMENT PURSUANT TO THIS SECTION 3 WITHOUT
OBLIGATION TO ANY INVESTORS.
4.
FORM S-3 REGISTRATION.
IN CASE THE
COMPANY SHALL