Unassociated Document


     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this "Agreement"),
      dated as of December 12, 2007, by and among Maple Mountain Explorations Inc.,
      a
      Nevada corporation, with headquarters located at #507, 1313 East Maple Street,
      Suite 201, Bellingham, WA 98225 (the "Company"), and the investors
      listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively,
      the
      "Buyers").

     

    WHEREAS:

     

    A.           
      In connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the "Securities Purchase
      Agreement"), the Company has agreed, upon the terms and subject to the
      conditions of the Securities Purchase Agreement, to issue and sell to each
      Buyer
      (i) shares (the "Common
      Shares") of the Company's common stock, par value $0.001 per share (the
      "Common Stock"), and
      (ii) warrants (the "Warrants") which will be
      exercisable to purchase shares of Common Stock (as exercised, the "Warrant Shares") in accordance
      with the terms of the Warrants.

     

    B.           
      In accordance with the terms of the Securities Purchase Agreement, the Company
      has agreed to provide certain registration rights under the Securities Act
      of
      1933, as amended, and the rules and regulations thereunder, or any similar
      successor statute (collectively, the "1933 Act"), and applicable
      state securities laws.

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and each of the Buyers hereby agree as
      follows:

     

    1.           
      Definitions.

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Purchase Agreement. As used in this
      Agreement, the following terms shall have the following meanings:

     

    (a)           
      "Additional Effectiveness
      Date" means the date the Additional Registration Statement is declared
      effective by the SEC.

     

    (b)           
      "Additional Effectiveness
      Deadline" means the earlier of (I) the date which is (i) in the event
      that the Additional Registration Statement is not subject to a full review
      by
      the SEC, thirty (30) calendar days after the earlier of the Additional Filing
      Date and the Additional Filing Deadline or (ii) in the event that the Additional
      Registration Statement is subject to a full review by the SEC, sixty (60)
      calendar days after the earlier of the Additional Filing Date and the Additional
      Filing Deadline and (II) the date which is five (5) Business Days after the
      Company learns that no review of the Additional Registration Statement will
      be
      made by the staff of the SEC or that the staff of the SEC has no further
      comments on the Additional Registration Statement.

     

    
      
         

      

      
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    (c)           
      "Additional Filing Date"
      means the date on which the Additional Registration Statement is filed with
      the
      SEC.

     

    (d)           
      "Additional Filing
      Deadline" means if Cutback Shares are required to be included in the
      Additional Registration Statement, the later of (i) the date sixty (60) days
      after the date substantially all of the Registrable Securities registered under
      the immediately preceding Registration Statement are sold and (ii) the date
      six
      (6) months from the Initial Effectiveness Date or the last Additional
      Effectiveness Date, as applicable.

     

    (e)           
      "Additional Registrable
      Securities" means, (i) any Cutback Shares not previously included on a
      Registration Statement and (ii) any capital stock of the Company issued or
      issuable with respect to the Cutback Shares as a result of any stock split,
      stock dividend, recapitalization, exchange or similar event or otherwise.

     

    (f)           
      "Additional Registration
      Statement" means a registration statement or registration statements of
      the Company filed under the 1933 Act covering any Additional Registrable
      Securities.

     

    (g)           
      "Additional Required
      Registration Amount" means (I) (i) any Cutback Shares not previously
      included on a Registration Statement or (II) such other amount as may be
      required by the staff of the SEC pursuant to Rule 415.

     

    (h)           
      "Business Day" means any
      day other than Saturday, Sunday or any other day on which commercial banks
      in
      The City of New York are authorized or required by law to remain closed.

     

    (i)           
      "Closing Date" shall
      have the meaning set forth in the Securities Purchase Agreement.

     

    (j)           
      "Cutback Shares" means
      any of the Initial Required Registration Amount or the Additional Required
      Registration Amount (without regard to clause (II) in the definitions thereof)
      of Registrable Securities not included in all Registration Statements previously
      declared effective hereunder as a result of a limitation on the maximum number
      of shares of Common Stock of the Company permitted to be registered by the
      staff
      of the SEC pursuant to Rule 415.

     

    (k)           
      "Effective Date" means
      the Initial Effective Date and the Additional Effective Date, as
      applicable.

     

    (l)           
      "Effectiveness Deadline"
      means the Initial Effectiveness Deadline and the Additional Effectiveness
      Deadline, as applicable.

     

    (m)           
      "Filing Deadline" means
      the Initial Filing Deadline and the Additional Filing Deadline, as
      applicable.

     

    (n)           
      "Initial Effectiveness
      Date" means the date that the Registration Statement has been declared
      effective by the SEC.

     

    
      
         

      

      
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    (o)           
      "Initial Effectiveness
      Deadline" means the earlier of (I) the date which is (i) in the event
      that the Initial Registration Statement is not subject to a full review by
      the
      SEC, ninety (90) calendar days after the Closing Date or (ii) in the event
      that
      the Registration Statement is subject to a full review by the SEC, one-hundred
      and fifty (150) calendar days after the Closing Date and (II) the date which
      is
      five (5) Business Days after the Company learns that no review of the
      Registration Statement will be made by the staff of the SEC or that the staff
      of
      the SEC has no further comments on the Registration Statement.

     

    (p)           
      "Initial Filing
      Deadline" means sixty (60) calendar days after the Closing Date.

     

    (q)           
      "Initial Registrable
      Securities" means (i) the Common Shares, (ii) the Warrant Shares issued
      or issuable upon exercise of the Warrants, and (iii) any capital stock of the
      Company issued or issuable, with respect to the Common Shares, the Warrant
      Shares and the Warrants as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise, without regard to
      any
      limitations on exercise of the Warrants.

     

    (r)           
      "Initial Required Registration
      Amount" (I) the sum of (i) the number of Common Shares issued and (ii)
      100% of the number of Warrant Shares issued and issuable pursuant to the
      Warrants as of the trading day immediately preceding the applicable date of
      determination, all subject to adjustment as provided in Section 2(f), or (II)
      such other amount as may be required by the staff of the SEC pursuant to Rule
      415 with any cutback applied on a pro rata basis and, unless otherwise requested
      by an Investor, the Warrant Shares included on such Registration Statement
      shall
      be decreased first, except to the extent prohibited by the SEC.

     

    (s)           
      "Initial Registration
      Statement" means a registration statement or registration statements of
      the Company filed under the 1933 Act covering the Initial Registrable
      Securities.

     

    (t)           
      "Investor" means a
      Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights
      under this Agreement and who agrees to become bound by the provisions of this
      Agreement in accordance with Section 9 and any transferee or assignee thereof
      to
      whom a transferee or assignee assigns its rights under this Agreement and who
      agrees to become bound by the provisions of this Agreement in accordance with
      Section 9.

     

    (u)           
      "Person" means an
      individual, a limited liability company, a partnership, a joint venture, a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    (v)           
      "register," "registered,"
      and "registration" refer to a
      registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415, and the declaration or ordering of effectiveness of such Registration
      Statement(s) by the SEC.

     

    (w)           
      "Registrable Securities"
      means the Initial Registrable Securities and the Additional Registrable
      Securities, as the case may be.

     

    
      
         

      

      
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    (x)           
      "Registration Statement"
      means a registration statement or registration statements of the Company filed
      under the 1933 Act covering the Registrable Securities.

     

    (y)           
      "Required Holders" means
      the holders of at least two-thirds of the Registrable Securities.

     

    (z)           
      "Required Registration
      Amount" means either the Initial Required Registration Amount or the
      Additional Required Registration Amount, as applicable.

     

     

    (aa)           
      "Rule 415" means Rule
      415 under the 1933 Act or any successor rule providing for offering securities
      on a continuous or delayed basis.

     

    (bb)           
      "SEC" means the United
      States Securities and Exchange Commission.

     

    2.           
      Registration.

     

    (a)           
      Initial Mandatory
      Registration.  The Company shall prepare, and, as soon as
      practicable but in no event later than the Initial Filing Deadline, file with
      the SEC the Initial Registration Statement on Form S-3 covering the resale
      of
      all of the Initial Registrable Securities.  In the event that Form S-3
      is unavailable for such a registration, the Company shall use such other form
      as
      is available for such a registration on another appropriate form reasonably
      acceptable to the Required Holders, subject to the provisions of Section
      2(d).  The Initial Registration Statement prepared pursuant hereto
      shall register for resale at least the number of shares of Common Stock equal
      to
      the Initial Required Registration Amount determined as of the date the Initial
      Registration Statement is initially filed with the SEC, subject to adjustment
      as
      provided in Section 2(f).  The Initial Registration Statement shall
      contain the "Selling Stockholders" section and "Plan of Distribution" attached
      hereto as Annex
      I. The Company shall use its best efforts to have the Initial
      Registration Statement declared effective by the SEC as soon as practicable,
      but
      in no event later than the Initial Effectiveness Deadline.  By 9:30
      a.m. New York time on the Business Day following the Initial Effective Date,
      the
      Company shall file with the SEC in accordance with Rule 424 under the 1933
      Act
      the final prospectus to be used in connection with sales pursuant to such
      Registration Statement.

     

    (b)           
      Additional Mandatory
      Registrations.  The Company shall prepare, and, as soon as
      practicable but in no event later than the Additional Filing Deadline, file
      with
      the SEC an Additional Registration Statement on Form S-3 covering the resale
      of
      all of the Additional Registrable Securities not previously registered on an
      Additional Registration Statement hereunder.  To the extent the staff
      of the SEC does not permit the Additional Required Registration Amount to be
      registered on an Additional Registration Statement, the Company shall file
      Additional Registration Statements successively trying to register on each
      such
      Additional Registration Statement the maximum number of remaining Additional
      Registrable Securities until the Additional Required Registration Amount has
      been registered with the SEC.  In the event that Form S-3 is
      unavailable for such a registration, the Company shall use such other form
      as is
      available for such a registration on another appropriate form reasonably
      acceptable to the Required Holders, subject to the provisions of Section
      2(e).  Each Additional Registration Statement prepared pursuant hereto
      shall register for resale at least that number of shares of Common Stock equal
      to the Additional Required Registration Amount as of date the Registration
      Statement is initially filed with the SEC.  Each Additional
      Registration Statement shall contain (except if otherwise directed by the
      Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections
      in substantially the form attached hereto as Annex
      I.  The Company shall use its best efforts to have each
      Additional Registration Statement declared effective by the SEC as soon as
      practicable, but in no event later than the Additional Effectiveness
      Deadline.  By 9:30 a.m. New York time on the Business Day following
      the Additional Effective Date, the Company shall file with the SEC in accordance
      with Rule 424 under the 1933 Act the final prospectus to be used in connection
      with sales pursuant to such Registration Statement.

     

    
      
         

      

      
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    (c)           
      Allocation of
      Registrable Securities.  The initial number of Registrable
      Securities included in any Registration Statement and each increase or decrease
      in the number of Registrable Securities included therein shall be allocated
      pro
      rata among the Investors based on the number of Registrable Securities held
      by
      each Investor at the time the Registration Statement covering such initial
      number of Registrable Securities or increase or decrease thereof is declared
      effective by the SEC.  In the event that an Investor sells or
      otherwise transfers any of such Investor's Registrable Securities, each
      transferee shall be allocated a pro rata portion of the then remaining number
      of
      Registrable Securities included in such Registration Statement for such
      transferor.  Any shares of Common Stock included in a Registration
      Statement and which remain allocated to any Person which ceases to hold any
      Registrable Securities covered by such Registration Statement shall be allocated
      to the remaining Investors, pro rata based on the number of Registrable
      Securities then held by such Investors which are covered by such Registration
      Statement.  In no event shall the Company include any securities other
      than Registrable Securities on any Registration Statement without the prior
      written consent of the Required Holders.

     

    (d)           
      Legal
      Counsel.  Subject to Section 5 hereof, the Required Holders
      shall have the right to select one legal counsel to review and oversee any
      registration pursuant to this Section 2 ("Legal Counsel"), which shall
      be Schulte Roth & Zabel LLP or such other counsel as thereafter designated
      by the Required Holders.  The Company and Legal Counsel shall
      reasonably cooperate with each other in performing the Company's obligations
      under this Agreement.

     

    (e)           
      Ineligibility for
      Form
      S-3.  In the event that Form S-3 is not available for the
      registration of the resale of Registrable Securities hereunder, the Company
      shall (i) register the resale of the Registrable Securities on another
      appropriate form reasonably acceptable to the Required Holders and (ii)
      undertake to register the Registrable Securities on Form S-3 as soon as such
      form is available, provided that the Company shall maintain the effectiveness
      of
      the Registration Statement then in effect until such time as a Registration
      Statement on Form S-3 covering the Registrable Securities has been declared
      effective by the SEC.

     

    (f)           
      Sufficient Number
      of
      Shares Registered.  In the event the number of shares available
      under a Registration Statement filed pursuant to Section 2(a) is insufficient
      to
      cover all of the Registrable Securities required to be covered by such
      Registration Statement or an Investor's allocated portion of the Registrable
      Securities pursuant to Section 2(b), the Company shall amend the applicable
      Registration Statement, or file a new Registration Statement (on the short
      form
      available therefor, if applicable), or both, so as to cover at least the
      Required Registration Amount as of the trading day immediately preceding the
      date of the filing of such amendment or new Registration Statement, in each
      case, as soon as practicable, but in any event not later than fifteen (15)
      days
      after the necessity therefore arises.  The Company shall use its best
      efforts to cause such amendment and/or new Registration Statement to become
      effective as soon as practicable following the filing thereof.  For
      purposes of the foregoing provision, the number of shares available under a
      Registration Statement shall be deemed "insufficient to cover all of the
      Registrable Securities" if at any time the number of shares of Common Stock
      available for resale under such Registration Statement is less than the number
      of Registrable Securities.  The calculation set forth in the foregoing
      sentence shall be made without regard to any limitations on the exercise of
      the
      Warrants and such calculation shall assume that the Warrants are then
      exercisable into shares of Common Stock.

     

    
      
         

      

      
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    (g)           
      Effect of Failure
      to
      File and Obtain and Maintain Effectiveness of Registration
      Statement.  If (i) a Registration Statement covering all the
      Required Registration Amount required to be covered thereby and required to
      be
      filed by the Company pursuant to this Agreement is (A) not filed with the SEC
      on
      or before the respective Filing Deadline (a "Filing Failure") or (B) not
      declared effective by the SEC on or before the respective Effectiveness Deadline
      (an "Effectiveness Failure")
or (ii) on any day
      after the respective Effective Date sales of all the
      Registrable Securities included on such Registration Statement cannot be made
      (other than during an Allowable Grace Period (as defined in Section 3(r))
      pursuant to such Registration Statement or otherwise (including, without
      limitation, because of a failure to keep such Registration Statement effective,
      to disclose such information as is necessary for sales to be made pursuant
      to
      such Registration Statement, to register a sufficient number of shares of Common
      Stock or to maintain the listing of the Common Stock) (a "Maintenance Failure") then, as
      partial relief for the damages to any holder by reason of any such delay in
      or
      reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), (A) the Company shall pay to each holder of Registrable Securities
      relating to such Registration Statement an amount in cash equal to one percent
      (1.0%) of the aggregate Purchase Price (as such term is defined in the
      Securities Purchase Agreement) of such Investor's Registrable Securities
      included in such Registration Statement on each of the following dates: (i)
      the
      day of a Filing Failure and on every thirtieth day (pro rated for periods
      totaling less than thirty (30) days) thereafter until such Filing Failure is
      cured; (ii) the day of an Effectiveness Failure and on every thirtieth day
      (pro
      rated for periods totaling less than thirty (30) days) thereafter until such
      Effectiveness Failure is cured; and (iii) the initial day of a Maintenance
      Failure and on every thirtieth day (pro rated for periods totaling less than
      thirty (30) days) thereafter until such Maintenance Failure is
      cured.  The payments to which a holder shall be entitled pursuant to
      this Section 2(g) are referred to herein as "Registration Delay
      Payments."  Registration Delay Payments shall be paid on the
      earlier of (I) the dates set forth above and (II) the third Business Day after
      the event or failure giving rise to the Registration Delay Payments is
      cured.  In the event the Company fails to make Registration Delay
      Payments in a timely manner, such Registration Delay Payments shall bear
      interest at the rate of one and one-half percent (1.5%) per month (prorated
      for
      partial months) until paid in full.  Notwithstanding anything herein
      or in the Securities Purchase Agreement to the contrary, in no event shall
      the
      aggregate amount of Registration Delay Payments exceed, in the aggregate,
      eighteen percent (18%) of the aggregate Purchase Price of the Common
      Shares.

     

    
      
         

      

      
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    3.           
      Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its best
      efforts to effect the registration of the Registrable Securities in accordance
      with the intended method of disposition thereof and, pursuant thereto, the
      Company shall have the following obligations:

     

    (a)           
      The Company shall submit to the SEC, within three (3) Business Days after the
      Company learns that no review of a particular Registration Statement will be
      made by the staff of the SEC or that the staff of the SEC has no further
      comments on a particular Registration Statement, as the case may be, a request
      for acceleration of effectiveness of such Registration Statement to a time
      and
      date not later than 48 hours after the submission of such request. The Company
      shall keep each Registration Statement effective pursuant to Rule 415 at all
      times until earlier of (i) the date as of which the Investors may sell all
      of
      the Registrable Securities covered by such Registration Statement without
      restriction pursuant to Rule 144(k) (or any successor thereto) promulgated
      under
      the 1933 Act or (ii) the date on which the Investors shall have sold all the
      Registrable Securities covered by such Registration Statement (the "Registration Period"). The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading.

     

    (b)           
      The Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company filing a
      report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the
      Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall
      have incorporated such report by reference into such Registration Statement,
      if
      applicable, or shall file such amendments or supplements with the SEC on the
      same day on which the 1934 Act report is filed which created the requirement
      for
      the Company to amend or supplement such Registration Statement.

     

    (c)           
      The Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least five (5) Business Days prior to its filing
      with
      the SEC and (ii) all amendments and supplements to all Registration Statements
      (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
      Reports on Form 8-K and any similar or successor reports) within a reasonable
      number of days prior to their filing with the SEC, and (B) not file any
      Registration Statement or amendment or supplement thereto in a form to which
      Legal Counsel reasonably objects. The Company shall not submit a request for
      acceleration of the effectiveness of a Registration Statement or any amendment
      or supplement thereto without the prior approval of Legal Counsel, which consent
      shall not be unreasonably withheld. The Company shall furnish to Legal Counsel,
      without charge, (i) copies of any correspondence from the SEC or the staff
      of
      the SEC to the Company or its representatives relating to any Registration
      Statement, (ii) promptly after the same is prepared and filed with the SEC,
      one
      copy of any Registration Statement and any amendment(s) thereto, including
      financial statements and schedules, all documents incorporated therein by
      reference, if requested by an Investor and not otherwise available on the EDGAR
      system, and all exhibits and (iii) upon the effectiveness of any Registration
      Statement, one copy of the prospectus included in such Registration Statement
      and all amendments and supplements thereto. The Company shall reasonably
      cooperate with Legal Counsel in performing the Company's obligations pursuant
      to
      this Section 3.

     

    
      
         

      

      
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    (d)           
      The Company shall furnish to each Investor whose Registrable Securities are
      included in any Registration Statement, without charge, (i) promptly after
      the
      same is prepared and filed with the SEC, at least one copy of such Registration
      Statement and any amendment(s) thereto, including financial statements and
      schedules, all documents incorporated therein by reference, if requested by
      an
      Investor and not otherwise available on the EDGAR system, all exhibits and
      each
      preliminary prospectus, (ii) upon the effectiveness of any Registration
      Statement, ten (10) copies of the prospectus included in such Registration
      Statement and all amendments and supplements thereto (or such other number
      of
      copies as such Investor may reasonably request) and (iii) such other documents,
      including copies of any preliminary or final prospectus, as such Investor may
      reasonably request from time to time in order to facilitate the disposition
      of
      the Registrable Securities owned by such Investor.

     

    (e)           
      The Company shall use its best efforts to (i) register and qualify, unless
      an
      exemption from registration and qualification applies, the resale by Investors
      of the Registrable Securities covered by a Registration Statement under such
      other securities or "blue sky" laws of all applicable jurisdictions in the
      United States, (ii) prepare and file in those jurisdictions such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such jurisdiction.
      The Company shall promptly notify Legal Counsel and each Investor who holds
      Registrable Securities of the receipt by the Company of any notification with
      respect to the suspension of the registration or qualification of any of the
      Registrable Securities for sale under the securities or "blue sky" laws of
      any
      jurisdiction in the United States or its receipt of actual notice of the
      initiation or threatening of any proceeding for such purpose.

     

    
      
         

      

      
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    (f)           
      The Company shall notify Legal Counsel and each Investor in writing of the
      happening of any event, as promptly as practicable after becoming aware of
      such
      event, as a result of which the prospectus included in a Registration Statement,
      as then in effect, includes an untrue statement of a material fact or omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading (provided that in no event shall such notice contain any
      material, nonpublic information), and, subject to Section 3(r), promptly prepare
      a supplement or amendment to such Registration Statement to correct such untrue
      statement or omission, and deliver ten (10) copies of such supplement or
      amendment to Legal Counsel and each Investor (or such other number of copies
      as
      Legal Counsel or such Investor may reasonably request). The Company shall also
      promptly notify Legal Counsel and each Investor in writing (i) when a prospectus
      or any prospectus supplement or post-effective amendment has been filed, and
      when a Registration Statement or any post-effective amendment has become
      effective (notification of such effectiveness shall be delivered to Legal
      Counsel and each Investor by facsimile on the same day of such effectiveness
      and
      by overnight mail), (ii) of any request by the SEC for amendments or supplements
      to a Registration Statement or related prospectus or related information, and
      (iii) of the Company's reasonable determination that a post-effective amendment
      to a Registration Statement would be appropriate. By 9:30 a.m. New York City
      time on the date following the date any post-effective amendment has become
      effective, the Company shall file with the SEC in accordance with Rule 424
      under
      the 1933 Act the final prospectus to be used in connection with sales pursuant
      to such Registration Statement.

     

    (g)           
      The Company shall use its best efforts to prevent the issuance of any stop
      order
      or other suspension of effectiveness of a Registration Statement, or the
      suspension of the qualification of any of the Registrable Securities for sale
      in
      any jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify Legal Counsel and each Investor who holds Registrable Securities being
      sold of the issuance of such order and the resolution thereof or its receipt
      of
      actual notice of the initiation or threat of any proceeding for such
      purpose.

     

    (h)           
      If any Investor is required under applicable securities laws to be described
      in
      the Registration Statement as an underwriter, at the reasonable request of
      such
      Investor, the Company shall furnish to such Investor, on the date of the
      effectiveness of the Registration Statement and thereafter from time to time
      on
      such dates as an Investor may reasonably request (i) a letter, dated such date,
      from the Company's independent certified public accountants in form and
      substance as is customarily given by independent certified public accountants
      to
      underwriters in an underwritten public offering, addressed to the Investors,
      and
      (ii) an opinion, dated as of such date, of counsel representing the Company
      for
      purposes of such Registration Statement, in form, scope and substance as is
      customarily given in an underwritten public offering, addressed to the
      Investors.

     

    (i)           
      If any Investor is required under applicable securities laws to be described
      in
      the Registration Statement as an underwriter, the Company shall make available
      for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm
      of
      accountants or other agents retained by the Investors (collectively, the "Inspectors"), all pertinent
      financial and other records, and pertinent corporate documents and properties
      of
      the Company (collectively, the "Records"), as shall be
      reasonably deemed necessary by each Inspector, and cause the Company's officers,
      directors and employees to supply all information which any Inspector may
      reasonably request; provided, however, that each Inspector shall agree to hold
      in strict confidence and shall not make any disclosure (except to an Investor)
      or use of any Record or other information which the Company determines in good
      faith to be confidential, and of which determination the Inspectors are so
      notified, unless (a) the disclosure of such Records is necessary to avoid or
      correct a misstatement or omission in any Registration Statement or is otherwise
      required under the 1933 Act, (b) the release of such Records is ordered pursuant
      to a final, non-appealable subpoena or order from a court or government body
      of
      competent jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      Agreement.  Each Investor agrees that it shall, upon learning that
      disclosure of such Records is sought in or by a court or governmental body
      of
      competent jurisdiction or through other means, give prompt notice to the Company
      and allow the Company, at its expense, to undertake appropriate action to
      prevent disclosure of, or to obtain a protective order for, the Records deemed
      confidential.  Nothing herein (or in any other confidentiality
      agreement between the Company and any Investor) shall be deemed to limit the
      Investors' ability to sell Registrable Securities in a manner which is otherwise
      consistent with applicable laws and regulations.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (j)           
      The Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning an Investor is sought in or by a court or
      governmental body of competent jurisdiction or through other means, give prompt
      written notice to such Investor and allow such Investor, at the Investor's
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.

     

    (k)           
      The Company shall use its best efforts either to (i) cause all the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange, or (ii) secure designation and
      quotation of all the Registrable Securities covered by a Registration Statement
      on The NASDAQ Capital Market and, without limiting the generality of the
      foregoing, to use its best efforts to arrange for at least two market makers
      to
      register with the Financial Industry Regulatory Authority ("FINRA") as such with respect
      to such Registrable Securities.  The Company shall pay all fees and
      expenses in connection with satisfying its obligation under this Section
      3(k).

     

    (l)           
      The Company shall cooperate with the Investors who hold Registrable Securities
      being offered and, to the extent applicable, facilitate the timely preparation
      and delivery of certificates (not bearing any restrictive legend) representing
      the Registrable Securities to be offered pursuant to a Registration Statement
      and enable such certificates to be in such denominations or amounts, as the
      case
      may be, as the Investors may reasonably request and registered in such names
      as
      the Investors may request.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (m)           
      If requested by an Investor, the Company shall as soon as practicable (i)
      incorporate in a prospectus supplement or post-effective amendment such
      information as an Investor reasonably requests to be included therein relating
      to the sale and distribution of Registrable Securities, including, without
      limitation, information with respect to the number of Registrable Securities
      being offered or sold, the purchase price being paid therefor and any other
      terms of the offering of the Registrable Securities to be sold in such offering;
      (ii) make all required filings of such prospectus supplement or post-effective
      amendment after being notified of the matters to be incorporated in such
      prospectus supplement or post-effective amendment; and (iii) supplement or
      make
      amendments to any Registration Statement if reasonably requested by an Investor
      holding any Registrable Securities.

     

    (n)           
      The Company shall use its best efforts to cause the Registrable Securities
      covered by a Registration Statement to be registered with or approved by such
      other governmental agencies or authorities as may be necessary to consummate
      the
      disposition of such Registrable Securities.

     

    (o)           
      The Company shall make generally available to its security holders as soon
      as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with, and in the
      manner provided by, the provisions of Rule 158 under the 1933 Act) covering
      a
      twelve-month period beginning not later than the first day of the Company's
      fiscal quarter next following the Effective Date of a Registration
      Statement.

     

    (p)           
      The Company shall otherwise use its best efforts to comply with all applicable
      rules and regulations of the SEC in connection with any registration
      hereunder.

     

    (q)           
      Within two (2) Business Days after a Registration Statement which covers
      Registrable Securities is ordered effective by the SEC, the Company shall
      deliver, and shall cause legal counsel for the Company to deliver, to the
      transfer agent for such Registrable Securities (with copies to the Investors
      whose Registrable Securities are included in such Registration Statement)
      confirmation that such Registration Statement has been declared effective by
      the
      SEC in the form attached hereto as Exhibit A.

     

    (r)           
      Notwithstanding anything to the contrary herein, at any time after the Effective
      Date, the Company may delay the disclosure of material, non-public information
      concerning the Company the disclosure of which at the time is not, in the good
      faith opinion of the Board of Directors of the Company and its counsel, in
      the
      best interest of the Company and, in the opinion of counsel to the Company,
      otherwise required (a "Grace
      Period"); provided, that the Company shall promptly (i) notify the
      Investors in writing of the existence of material, non-public information giving
      rise to a Grace Period in conformity with the provisions of this Section 3(r)
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Investors) and the date on which the
      Grace Period will begin, and (ii) notify the Investors in writing of the date
      on
      which the Grace Period ends; and, provided further, that no Grace Period shall
      exceed five (5) consecutive days and during any three hundred sixty five (365)
      day period such Grace Periods shall not exceed an aggregate of twenty (20)
      days
      and the first day of any Grace Period must be at least five (5) trading days
      after the last day of any prior Grace Period (each, an "Allowable Grace
      Period").  For purposes of determining the length of a Grace
      Period above, the Grace Period shall begin on and include the date the Investors
      receive the notice referred to in clause (i) and shall end on and include the
      later of the date the Investors receive the notice referred to in clause (ii)
      and the date referred to in such notice.  The provisions of Section
      3(g) hereof shall not be applicable during the period of any Allowable Grace
      Period.  Upon expiration of the Grace Period, the Company shall again
      be bound by the first sentence of Section 3(f) with respect to the information
      giving rise thereto unless such material, non-public information is no longer
      applicable.  Notwithstanding anything to the contrary, and to the
      extent permitted by law, the Company shall cause its transfer agent to deliver
      unlegended shares of Common Stock to a transferee of an Investor in accordance
      with the terms of the Securities Purchase Agreement in connection with any
      sale
      of Registrable Securities with respect to which an Investor has entered into
      a
      contract for sale, and delivered a copy of the prospectus included as part
      of
      the applicable Registration Statement, prior to the Investor's receipt of the
      notice of a Grace Period and for which the Investor has not yet settled.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (s)           
      Neither the Company nor any Subsidiary or affiliate thereof shall identify
      any
      Investor as an underwriter in any public disclosure or filing with the SEC
      or
      any Principal Market (as defined
      in the Securities Purchase
      Agreement) or Eligible Market and any Investor being deemed an
      underwriter by the SEC shall not relieve the Company of any obligations it
      has
      under this Agreement or any other Transaction Document (as defined in the Securities
      Purchase
      Agreement); provided,
however,
      that the foregoing shall not prohibit
      the Company from including the disclosure found in the "Plan of Distribution"
      section attached hereto as Exhibit
      B in the Registration
      Statement.

     

    4.           
      Obligations of the
      Investors.

     

    (a)           
      At least five (5) Business Days prior to the first anticipated filing date
      of a
      Registration Statement, the Company shall notify each Investor in writing of
      the
      information the Company requires from each such Investor if such Investor elects
      to have any of such Investor's Registrable Securities included in such
      Registration Statement. It shall be a condition precedent to the obligations
      of
      the Company to complete any registration pursuant to this Agreement with respect
      to the Registrable Securities of a particular Investor that such Investor shall
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended method of disposition of the Registrable
      Securities held by it as shall be reasonably required to effect the
      effectiveness of the registration of such Registrable Securities and shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request.

     

    (b)           
      Each Investor, by such Investor's acceptance of the Registrable Securities,
      agrees to cooperate with the Company as reasonably requested by the Company
      in
      connection with the preparation and filing of any Registration Statement
      hereunder, unless such Investor has notified the Company in writing of such
      Investor's election to exclude all of such Investor's Registrable Securities
      from such Registration Statement.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (c)           
      Each Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(g) or the first
      sentence of 3(f), such Investor will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until such Investor's receipt of copies of the
      supplemented or amended prospectus as contemplated by Section 3(g) or the first
      sentence of 3(f) or receipt of notice that no supplement or amendment is
      required. Notwithstanding anything to the contrary, the Company shall cause
      its
      transfer agent to deliver unlegended shares of Common Stock to a transferee
      of
      an Investor in accordance with the terms of the Securities Purchase Agreement
      in
      connection with any sale of Registrable Securities with respect to which an
      Investor has entered into a contract for sale prior to the Investor's receipt
      of
      a notice from the Company of the happening of any event of the kind described
      in
      Section 3(g) or the first sentence of 3(f) and for which the Investor has not
      yet settled.

     

    (d)           
      Each Investor covenants and agrees that it will comply with the prospectus
      delivery requirements of the 1933 Act as applicable to it or an exemption
      therefrom in connection with sales of Registrable Securities pursuant to the
      Registration Statement.

     

    5.           
      Expenses of
      Registration.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, and fees and disbursements
      of
      counsel for the Company shall be paid by the Company.  The Company
      shall also reimburse the Investors for the reasonable and documented fees and
      disbursements of Legal Counsel in connection with registration, filing or
      qualification pursuant to Sections 2 and 3 of this Agreement which amount shall
      be limited to $10,000 in the
      aggregate.

     

    6.           
      Indemnification.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    (a)           
      To the fullest extent permitted by law, the Company will, and hereby does,
      indemnify, hold harmless and defend each Investor, the directors, officers,
      partners, members, employees, agents, representatives of, and each Person,
      if
      any, who controls any Investor within the meaning of the 1933 Act or the 1934
      Act (each, an "Indemnified
      Person"), against any losses, claims, damages, liabilities, judgments,
      fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid
      in
      settlement or expenses, joint or several (collectively, "Claims"), incurred in
      investigating, preparing or defending any action, claim, suit, inquiry,
      proceeding, investigation or appeal taken from the foregoing by or before any
      court or governmental, administrative or other regulatory agency, body or the
      SEC, whether pending or threatened, whether or not an indemnified party is
      or
      may be a party thereto ("Indemnified Damages"), to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon:  (i) any untrue statement or alleged untrue
      statement of a material fact in a Registration Statement or any post-effective
      amendment thereto or in any filing made in connection with the qualification
      of
      the offering under the securities or other "blue sky" laws of any jurisdiction
      in which Registrable Securities are offered ("Blue Sky Filing"), or the
      omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in the light of the circumstances under which
      the statements therein were made, not misleading, (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (iv) any violation of this
      Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, "Violations").  Subject
      to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly
      as such expenses are incurred and are due and payable, for any legal fees or
      other reasonable expenses incurred by them in connection with investigating
      or
      defending any such Claim.  Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section
      6(a):  (i) shall not apply to a Claim by an Indemnified Person arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Indemnified Person
      for such Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(d); and (ii) shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of the
      Company, which consent shall not be unreasonably withheld or
      delayed.  Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified Person
      and shall survive the transfer of the Registrable Securities by the Investors
      pursuant to Section 9.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (b)           
      In connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees to severally and not jointly indemnify,
      hold harmless and defend, to the same extent and in the same manner as is set
      forth in Section 6(a), the Company, each of its directors, each of its officers
      who signs the Registration Statement and each Person, if any, who controls
      the
      Company within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against
      any Claim or Indemnified Damages to which any of them may become subject, under
      the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
      Damages arise out of or are based upon any Violation, in each case to the
      extent, and only to the extent, that such Violation occurs in reliance upon
      and
      in conformity with written information furnished to the Company by such Investor
      expressly for use in connection with such Registration Statement; and, subject
      to Section 6(c), such Investor will reimburse any legal or other expenses
      reasonably incurred by an Indemnified Party in connection with investigating
      or
      defending any such Claim; provided, however, that the indemnity agreement
      contained in this Section 6(b) and the agreement with respect to contribution
      contained in Section 7 shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of such
      Investor, which consent shall not be unreasonably withheld or delayed; provided,
      further, however, that an Investor shall be liable under this Section 6(b)
      for
      only that amount of a Claim or Indemnified Damages as does not exceed the net
      proceeds to such Investor as a result of the sale of Registrable Securities
      pursuant to such Registration Statement.  Such indemnity shall remain
      in full force and effect regardless of any investigation made by or on behalf
      of
      such Indemnified Party and shall survive the transfer of the Registrable
      Securities by the Investors pursuant to Section 9.  Notwithstanding
      anything to the contrary contained herein, the indemnification agreement
      contained in this Section 6(b) with respect to any preliminary prospectus shall
      not inure to the benefit of any Indemnified Party if the untrue statement or
      omission of material fact contained in the preliminary prospectus was corrected
      on a timely basis in the prospectus, as then amended or supplemented.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (c)           
      Promptly after receipt by an Indemnified Person or Indemnified Party under
      this
      Section 6 of notice of the commencement of any action or proceeding (including
      any governmental action or proceeding) involving a Claim, such Indemnified
      Person or Indemnified Party shall, if a Claim in respect thereof is to be made
      against any indemnifying party under this Section 6, deliver to the indemnifying
      party a written notice of the commencement thereof, and the indemnifying party
      shall have the right to participate in, and, to the extent the indemnifying
      party so desires, jointly with any other indemnifying party similarly noticed,
      to assume control of the defense thereof with counsel mutually satisfactory
      to
      the indemnifying party and the Indemnified Person or the Indemnified Party,
      as
      the case may be; provided, however, that an Indemnified Person or Indemnified
      Party shall have the right to retain its own counsel with the fees and expenses
      of not more than one counsel for such Indemnified Person or Indemnified Party
      to
      be paid by the indemnifying party, if, in the reasonable opinion of the
      Indemnified Person or the Indemnified Party, as the case may be, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. In the case of
      an
      Indemnified Person, legal counsel referred to in the immediately preceding
      sentence shall be selected by the Investors holding at least a majority in
      interest of the Registrable Securities included in the Registration Statement
      to
      which the Claim relates. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or Claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or Claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      fully apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto. No indemnifying party shall be liable for
      any
      settlement of any action, claim or proceeding effected without its prior written
      consent, provided, however, that the indemnifying party shall not unreasonably
      withhold, delay or condition its consent. No indemnifying party shall, without
      the prior written consent of the Indemnified Party or Indemnified Person,
      consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim or litigation and such
      settlement shall not include any admission as to fault on the part of the
      Indemnified Party. Following indemnification as provided for hereunder, the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is prejudiced in its ability
      to
      defend such action.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (d)           
      The indemnification required by this Section 6 shall be made by periodic
      payments of the amount thereof during the course of the investigation or
      defense, as and when bills are received or Indemnified Damages are
      incurred.

     

    (e)           
      The indemnity agreements contained herein shall be in addition to (i) any cause
      of action or similar right of the Indemnified Party or Indemnified Person
      against the indemnifying party or others, and (ii) any liabilities the
      indemnifying party may be subject to pursuant to the law.

     

    7.           
      Contribution.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that:  (i) no
      Person involved in the sale of Registrable Securities which Person is guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
      Act) in connection with such sale shall be entitled to contribution from any
      Person involved in such sale of Registrable Securities who was not guilty of
      fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities pursuant to such
      Registration Statement.

     

    8.           
      Reports Under the
      1934
      Act.

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration ("Rule
      144"), the Company agrees to:

     

    (a)           
      make and keep public information available, as those terms are understood and
      defined in Rule 144;

     

    (b)           
      file with the SEC in a timely manner all reports and other documents required
      of
      the Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    (c)           
      furnish to each Investor so long as such Investor owns Registrable Securities,
      promptly upon request, (i) a written statement by the Company, if true, that
      it
      has complied with the reporting requirements of Rule 144, the 1933 Act and
      the
      1934 Act, (ii) a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and (iii)
      such other information as may be reasonably requested to permit the Investors
      to
      sell such securities pursuant to Rule 144 without registration.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    9.           
      Assignment of
      Registration Rights.

     

    The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of such Investor's Registrable
      Securities if:  (i) the Investor agrees in writing with the transferee
      or assignee to assign such rights, and a copy of such agreement is furnished
      to
      the Company within a reasonable time after such assignment; (ii) the Company
      is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned; (iii) immediately following such transfer or assignment
      the further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act and applicable state securities laws; (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein; and (v) such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Securities Purchase Agreement.

     

    10.           
      Amendment of
      Registration Rights.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Required
      Holders.  Any amendment or waiver effected in accordance with this
      Section 10 shall be binding upon each Investor and the Company.  No
      such amendment shall be effective to the extent that it applies to less than
      all
      of the holders of the Registrable Securities.  No consideration shall
      be offered or paid to any Person to amend or consent to a waiver or modification
      of any provision of this Agreement unless the same consideration also is offered
      to all of the parties to this Agreement.

     

    11.           
      Miscellaneous.

     

    (a)           
      A Person is deemed to be a holder of Registrable Securities whenever such Person
      owns or is deemed to own of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more Persons
      with respect to the same Registrable Securities, the Company shall act upon
      the
      basis of instructions, notice or election received from the record owner of
      such
      Registrable Securities.

     

    (b)           
      Any notices, consents, waivers or other communications required or permitted
      to
      be given under the terms of this Agreement must be in writing and will be deemed
      to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    If
      to the
      Company:

    


    Maple
      Mountain Explorations Inc.

    #507,
      1313 East Maple Street, Suite 201

    Bellingham,
      WA 98225

    Telephone:                                
      (360) 824-6463

    Facsimile:                                
      (360) 824-6463

    Attention:                                
      Marvin Wosk, President

    


    Copy
      to:

    


    Sichenzia
      Ross Friedman & Ference LLP

    61
      Broadway

    New
      York,
      NY 10006

    Telephone:
      212-981-6766

    Facsimile:
      212-930-9725

    Attention:
      Louis A. Brilleman

    


    
      	
               

            	
              If
                to Legal Counsel: 

            


    

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York  10022

    Telephone:                                
      (212) 756-2000

    Facsimile:                                
      (212) 593-5955

    Attention:                                
      Eleazer Klein, Esq.

     

    If
      to a
      Buyer, to its address and facsimile number set forth on the Schedule of Buyers
      attached hereto, with copies to such Buyer's representatives as set forth on
      the
      Schedule of Buyers, or to such other address and/or facsimile number and/or
      to
      the attention of such other Person as the recipient party has specified by
      written notice given to each other party five (5) days prior to the
      effectiveness of such change.  Written confirmation of receipt (A)
      given by the recipient of such notice, consent, waiver or other communication,
      (B) mechanically or electronically generated by the sender's facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a courier or overnight courier
      service shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    (c)           
      Failure of any party to exercise any right or remedy under this Agreement or
      otherwise, or delay by a party in exercising such right or remedy, shall not
      operate as a waiver thereof.

     

    (d)           
      All questions concerning the construction, validity, enforcement and
      interpretation of this Agreement shall be governed by the internal laws of
      the
      State of New York, without giving effect to any choice of law or conflict of
      law
      provision or rule (whether of the State of New York or any other jurisdictions)
      that would cause the application of the laws of any jurisdictions other than
      the
      State of New York. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in The City of New York,
      Borough of Manhattan, for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH PARTY HEREBY IRREVOCABLY
      WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
      ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING
      OUT
      OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (e)           
      This Agreement, the other Transaction Documents (as defined in the Securities
      Purchase Agreement) and the instruments referenced herein and therein constitute
      the entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    (f)           
      Subject to the requirements of Section 9, this Agreement shall inure to the
      benefit of and be binding upon the permitted successors and assigns of each
      of
      the parties hereto.

     

    (g)           
      The headings in this Agreement are for convenience of reference only and shall
      not limit or otherwise affect the meaning hereof.

     

    (h)           
      This Agreement may be executed in identical counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    (i)           
      Each party shall do and perform, or cause to be done and performed, all such
      further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, as any other party may
      reasonably request in order to carry out the intent and accomplish the purposes
      of this Agreement and the consummation of the transactions contemplated
      hereby.

     

    (j)           
      All consents and other determinations required to be made by the Investors
      pursuant to this Agreement shall be made, unless otherwise specified in this
      Agreement, by the Required Holders, determined as if all of the Warrants held
      by
      Investors then outstanding have been exercised for Registrable Securities
      without regard to any limitations on exercise of the Warrants.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (k)           
      The language used in this Agreement will be deemed to be the language chosen
      by
      the parties to express their mutual intent and no rules of strict construction
      will be applied against any party.

     

    (l)           
      This Agreement is intended for the benefit of the parties hereto and their
      respective permitted successors and assigns, and is not for the benefit of,
      nor
      may any provision hereof be enforced by, any other Person.

     

    (m)           
      If any provision of this Agreement is prohibited by law or otherwise determined
      to be invalid or unenforceable by a court of competent jurisdiction, the
      provision that would otherwise be prohibited, invalid or unenforceable shall
      be
      deemed amended to apply to the broadest extent that it would be valid and
      enforceable, and the invalidity or unenforceability of such provision shall
      not
      affect the validity of the remaining provisions of this Agreement so long as
      this Agreement as so modified continues to express, without material change,
      the
      original intentions of the parties as to the subject matter hereof and the
      prohibited nature, invalidity or unenforceability of the provision(s) in
      question does not substantially impair the respective expectations or reciprocal
      obligations of the parties or the practical realization of the benefits that
      would otherwise be conferred upon the parties. The parties will endeavor in
      good
      faith negotiations to replace the prohibited, invalid or unenforceable
      provision(s) with a valid provision(s), the effect of which comes as close
      as
      possible to that of the prohibited, invalid or unenforceable
      provision(s).

     

    (n)           
      The obligations of each Buyer hereunder are several and not joint with the
      obligations of any other Buyer, and no provision of this Agreement is intended
      to confer any obligations on any Buyer vis-à-vis any other
      Buyer.  Nothing contained herein, and no action taken by any Buyer
      pursuant hereto, shall be deemed to constitute the Buyers as a partnership,
      an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Buyers are in any way acting in concert or as a group
      with
      respect to such obligations or the transactions contemplated herein.

     

    *
      * * * *
      *

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, each Buyer
      and the Company have caused their respective signature page to this Registration
      Rights Agreement to be duly executed as of the date first written above.

     

    
      
        	 	MAPLE
                MOUNTAIN EXPLORATIONS INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, each Buyer
      and the Company have caused their respective signature page to this Registration
      Rights Agreement to be duly executed as of the date first written above.

     

    
      
        	 	BUYERS:	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, each Buyer
      and the Company have caused their respective signature page to this Registration
      Rights Agreement to be duly executed as of the date first written above.

     

    
      
        	 	BUYERS:	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    SCHEDUL
      OF BUYERS

    


    
      	
              
              

              Buyer

            	
              Buyer
                Address

              and
                Facsimile Number

            	
              Buyer's
                Representative's Address

              and
                Facsimile Number

            
	 	 	 
	
              Investcorp
                Interlachen

              Multi-Strategy
                Master Fund

              Enable
                Opportunity Partners LP

              Enable
                Growth Partners LP

              Thomas
                E. Maciolski

              Aton
                Balanced Fund Ltd.

              Aton
                Ventures Fund Ltd.

              Asset
                Protection Fund Ltd.

              David
                Moss

              CJL
                Family Trust

              Jay
                Moorin

              Michael
                Glita

              HSBC
                Private Bank Monaco

              Castlerigg
                Master Investments Ltd.

              Centrum
                Bank AG VADUZ

              JT
                Eberhard, Zurich

              Sal.
                Oppenheim Jr + CIE

              Nicolas
                M Klaver

              Tom
                Juda and Nancy Juda Living Trust

              Robert
                L. Whittlesey

              Raymond
                Ruffing

              Charles
                Ruffing

              Roy
                Alan Price

              Habib
                Bank AG Zurich

              John
                Malanga

              Michael
                Neufeld

              Joseph
                Moss

              Pie
                Investments

              W.L.C.P
                Corp

              Federico
                Barabino

              Marlene
                J. Marcus

              Scott
                and Honnie Juda

              Finter
                Bank Zeurich

              Cooper
                Long

              Titan
                Investments Corp.

              Ceasar
                Martinez

              Claudia
                Martinez

              David
                Menaged

              Neil
                Menaged

              Christine
                Menaged

              Gardine
                Gougis

              Robert
                Nuemayer

              Lola
                Nuemayer

              Tom
                Muller

              Miles
                Sims

              Ian
                Altemus

              Nancy
                Stolfa

              Lisa
                Lofria

              
              

            	 	 
	 	 	 


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    FORM
      OF NOTICE OF EFFECTIVENESS

     

    OF
      REGISTRATION STATEMENT

    


    


    Holliday
      Stock Transfer, Inc.

    2939
      N
      67th
      Place

    Scottsdale,
      AZ, 85251

    Telephone:
      (480) 481-3940

    Facsimile:
      (480) 481-3941

    


    Re:           
      Pegasi
      Energy Resources Corporation

     

    Ladies
      and Gentlemen:

    


    [We
      are][I am] counsel to Pegasi Energy Resources Corporation, a Nevada corporation
      (the "Company"), and
      have represented the Company in connection with that certain Securities Purchase
      Agreement, dated as of November [  ], 2007 (the "SecuritiesPurchase
      Agreement"), entered
      into by and among the Company and the buyers named therein (collectively, the
      "Holders") pursuant to
      which the Company issued to the Holders shares of the Company's Common Stock,
      par value $0.001 per share (the "Common Stock") and warrants
      exercisable for shares of Common Stock (the "Warrants").  Pursuant
      to the Securities Purchase Agreement, the Company also has entered into a
      Registration Rights Agreement with the Holders (the "Registration Rights
      Agreement") pursuant to which the Company agreed, among other things, to
      register the resale of the Registrable Securities (as defined in the
      Registration Rights Agreement), including the shares of Common Stock issuable
      upon exercise of the Warrants under the Securities Act of 1933, as amended
      (the
      "1933
      Act").  In connection with the Company's obligations under the
      Registration Rights Agreement, on ____________ ___, 2007, the Company filed
      a
      Registration Statement on Form S-3 (File No.
      333-_____________) (the "Registration Statement") with
      the Securities and Exchange Commission (the "SEC") relating to the
      Registrable Securities which names each of the Holders as a selling stockholder
      thereunder.

     

    In
      connection with the foregoing, [we][I] advise you that a member of the SEC's
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF
      EFFECTIVENESS] on [ENTER
      DATE OF
      EFFECTIVENESS] and we
      have no knowledge, after telephonic inquiry of a member of the SEC's staff,
      that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      the Registrable Securities are available for resale under the 1933 Act pursuant
      to the Registration Statement.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement.  You need not require further letters from us to effect any
      future legend-free issuance or reissuance of shares of Common Stock to the
      Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions
      dated November [__], 2007.

     

     

    
      
        	 	Very
                truly yours,	 
	 	[ISSUER'S
                COUNSEL]	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    CC:           
      [LIST NAMES OF
      HOLDERS]

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    ANNEX
      I

    SELLING
      STOCKHOLDERS

     

    The
      shares of common stock being offered by the selling stockholders are those
      previously issued to the Selling Stockholders and those issuable to the Selling
      Stockholders upon exercise of the warrants.  For additional
      information regarding the issuances of common stock and the warrants, see
      "Private Placement of Common Shares and Warrants" above.  We are
      registering the shares of common stock in order to permit the selling
      stockholders to offer the shares for resale from time to time.  Except
      for the ownership of the shares of common stock and the warrants, the selling
      stockholders have not had any material relationship with us within the past
      three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of common stock by each of the selling
      stockholders.  The second column lists the number of shares of common
      stock beneficially owned by each selling shareholder, based on its ownership
      of
      the shares of common stock and the warrants, as of ________, 2007, assuming
      exercise of the warrants held by the selling stockholders on that date, without
      regard to any limitations on exercise.

     

    The
      third
      column lists the shares of common stock being offered by this prospectus by
      the
      selling stockholders.

     

    In
      accordance with the terms of registration rights agreements with the holders
      of
      the shares of common stock and the warrants, this prospectus generally covers
      the resale of at least the sum of (i) the number of shares of common stock
      issued and (ii) 100% of the shares of common stock issued and issuable upon
      exercise of the related warrants, determined as if the outstanding warrants
      were
      exercised, as applicable, in full, as of the trading day immediately preceding
      the date this registration statement was initially filed with the
      SEC.  The fourth column assumes the sale of all of the shares offered
      by the selling stockholders pursuant to this prospectus.

     

    Under
      the
      terms of the warrants, a selling stockholder may not exercise the warrants,
      to
      the extent such exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of common stock which would
      exceed 4.99% of our then outstanding shares of common stock following such
      exercise, excluding for purposes of such determination shares of common stock
      issuable upon exercise of the warrants which have not been
      exercised.  The number of shares in the second column does not reflect
      this limitation.  The selling stockholders may sell all, some or none
      of their shares in this offering.  See "Plan of Distribution."

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    


     

    
      	
              Name
                of Selling Stockholder

              
              

            	
              Number
                of Shares of Common Stock Owned Prior to
                Offering

              
              

            	
              Maximum
                Number of Shares of Common Stock to be
                Sold Pursuant to this Prospectus

              
              

            	
              Number
                of Shares of Common Stock Owned After
                Offering

              
              

            
	
              Investcorp
                Interlachen

              Multi-Strategy
                Master Fund

              Enable
                Opportunity Partners LP

              Enable
                Growth Partners LP

              Thomas
                E. Maciolski

              Aton
                Balanced Fund Ltd.

              Aton
                Ventures Fund Ltd.

              Asset
                Protection Fund Ltd.

              David
                Moss

              CJL
                Family Trust

              Jay
                Moorin

              Michael
                Glita

              HSBC
                Private Bank Monaco

              Castlerigg
                Master Investments Ltd.

              Centrum
                Bank AG VADUZ

              JT
                Eberhard, Zurich

              Sal.
                Oppenheim Jr + CIE

              Nicolas
                M Klaver

              Tom
                Juda and Nancy Juda Living Trust

              Robert
                L. Whittlesey

              Raymond
                Ruffing

              Charles
                Ruffing

              Roy
                Alan Price

              Habib
                Bank AG Zurich

              John
                Malanga

              Michael
                Neufeld

              Joseph
                Moss

              Pie
                Investments

              W.L.C.P
                Corp

              Federico
                Barabino

              Marlene
                J. Marcus

              Scott
                and Honnie Juda

              Finter
                Bank Zeurich

              Cooper
                Long

              Titan
                Investments Corp.

              Ceasar
                Martinez

              Claudia
                Martinez

              David
                Menaged

              Neil
                Menaged

              Christine
                Menaged

              Gardine
                Gougis

              Robert
                Nuemayer

              Lola
                Nuemayer

              Tom
                Muller

              Miles
                Sims

              Ian
                Altemus

              Nancy
                Stolfa

              Lisa
                Lofria

              
              

              
              

            	 	 	
              0

            
	 	 	 	 


    

    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of common stock previously issued and the shares of
      common stock issuable upon exercise of the warrants to permit the resale of
      these shares of common stock by the holders of the common stock and warrants
      from time to time after the date of this prospectus.  We will not
      receive any of the proceeds from the sale by the selling stockholders of the
      shares of common stock.  We will bear all fees and expenses incident
      to our obligation to register the shares of common stock.

     

    The
      selling stockholders may sell all or a portion of the shares of common stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents.  If the
      shares of common stock are sold through underwriters or broker-dealers, the
      selling stockholders will be responsible for underwriting discounts or
      commissions or agent's commissions.  The shares of common stock may be
      sold in one or more transactions at fixed prices, at prevailing market prices
      at
      the time of the sale, at varying prices determined at the time of sale, or
      at
      negotiated prices.  These sales may be effected in transactions, which
      may involve crosses or block transactions,

     

    
      	
              ·  

            	
              on
                any national securities exchange or quotation service on which the
                securities may be listed or quoted at the time of
                sale;

            


    

     

    
      	
              ·  

            	
              in
                the over-the-counter market;

            


    

     

    
      	
              ·  

            	
              in
                transactions otherwise than on these exchanges or systems or in the
                over-the-counter market;

            


    

     

    
      	
              ·  

            	
              through
                the writing of options, whether such options are listed on an options
                exchange or otherwise;

            


    

     

    
      	
              ·  

            	
              ordinary
                brokerage transactions
                and transactions in which the broker-dealer solicits purchasers;

            


    

     

    
      	
              ·  

            	
              block
                trades in which the
                broker-dealer will attempt to sell the shares as agent but may position
                and resell a portion of the block as principal to facilitate the
                transaction;

            


    

     

    
      	
              ·  

            	
              purchases
                by a broker-dealer as
                principal and resale by the broker-dealer for its account;

            


    

     

    
      	
              ·  

            	
              an
                exchange distribution in
                accordance with the rules of the applicable exchange;

            


    

     

    
      	
              ·  

            	
              privately
                negotiated
                transactions;

            


    

     

    
      	
              ·  

            	
              short
                sales;

            


    

     

    
      	
              ·  

            	
              sales
                pursuant to Rule 144;

            


    

     

    
      	
              ·  

            	
              broker-dealers
                may agree with the
                selling securityholders to sell a specified number of such shares
                at a
                stipulated price per share;

            


    

     

    
      	
              ·  

            	
              a
                combination of any such methods
                of sale; and

            


    

     

    
      	
              ·  

            	
              any
                other method permitted
                pursuant to applicable law.

            


    

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    If
      the
      selling stockholders effect such transactions by selling shares of common stock
      to or through underwriters, broker-dealers or agents, such underwriters,
      broker-dealers or agents may receive commissions in the form of discounts,
      concessions or commissions from the selling stockholders or commissions from
      purchasers of the shares of common stock for whom they may act as agent or
      to
      whom they may sell as principal (which discounts, concessions or commissions
      as
      to particular underwriters, broker-dealers or agents may be in excess of those
      customary in the types of transactions involved).  In connection with
      sales of the shares of common stock or otherwise, the selling stockholders
      may
      enter into hedging transactions with broker-dealers, which may in turn engage in
      short sales of the shares of common stock in the course of hedging in positions
      they assume.  The selling stockholders may also sell shares of common
      stock short and deliver shares of common stock covered by this prospectus to
      close out short positions and to return borrowed shares in connection with
      such
      short sales.  The selling stockholders may also loan or pledge shares
      of common stock to broker-dealers that in turn may sell such shares.

     

    The
      selling stockholders may pledge or grant a security interest in some or all
      of
      the warrants or shares of common stock owned by them and, if they default in
      the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell the shares of common stock from time to time pursuant to this
      prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933, as amended, amending, if
      necessary, the list of selling stockholders to include the pledgee, transferee
      or other successors in interest as selling stockholders under this
      prospectus.  The selling stockholders also may transfer and donate the
      shares of common stock in other circumstances in which case the transferees,
      donees, pledgees or other successors in interest will be the selling beneficial
      owners for purposes of this prospectus.

     

    The
      selling stockholders and any broker-dealer participating in the distribution
      of
      the shares of common stock may be deemed to be "underwriters" within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act.  At the time a particular
      offering of the shares of common stock is made, a prospectus supplement, if
      required, will be distributed which will set forth the aggregate amount of
      shares of common stock being offered and the terms of the offering, including
      the name or names of any broker-dealers or agents, any discounts, commissions
      and other terms constituting compensation from the selling stockholders and
      any
      discounts, commissions or concessions allowed or reallowed or paid to
      broker-dealers.

     

    Under
      the
      securities laws of some states, the shares of common stock may be sold in such
      states only through registered or licensed brokers or dealers.  In
      addition, in some states the shares of common stock may not be sold unless
      such
      shares have been registered or qualified for sale in such state or an exemption
      from registration or qualification is available and is complied with.

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of common stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

     

    The
      selling stockholders and any other person participating in such distribution
      will be subject to applicable provisions of the Securities Exchange Act of
      1934,
      as amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M of the Exchange Act, which may limit the timing of
      purchases and sales of any of the shares of common stock by the selling
      stockholders and any other participating person.  Regulation M may
      also restrict the ability of any person engaged in the distribution of the
      shares of common stock to engage in market-making activities with respect to
      the
      shares of common stock.  All of the foregoing may affect the
      marketability of the shares of common stock and the ability of any person or
      entity to engage in market-making activities with respect to the shares of
      common stock.

     

    We
      will
      pay all expenses of the registration of the shares of common stock pursuant
      to
      the registration rights agreement, estimated to be
      $[     ] in total, including, without limitation,
      Securities and Exchange Commission filing fees and expenses of compliance with
      state securities or "blue sky" laws; provided, however, that a selling
      stockholder will pay all underwriting discounts and selling commissions, if
      any.  We will indemnify the selling stockholders against liabilities,
      including some liabilities under the Securities Act, in accordance with the
      registration rights agreements, or the selling stockholders will be entitled
      to
      contribution.  We may be indemnified by the selling stockholders
      against civil liabilities, including liabilities under the Securities Act,
      that
      may arise from any written information furnished to us by the selling
      stockholder specifically for use in this prospectus, in accordance with the
      related registration rights agreements, or we may be entitled to
      contribution.

     

     

    Once
      sold
      under the shelf registration statement, of which this prospectus forms a part,
      the shares of common stock will be freely tradable in the hands of persons
      other
      than our affiliates.

    


     

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