THE SECURITIES ACT OF ANY NUMBER
OF SHARES OF COMMON STOCK IN EXCESS OF THIRTY PERCENT (30%) OF THE COMPANY'S
PUBLIC FLOAT AND (B) THE COMPANY IS USING ITS BEST EFFORTS TO PROMPTLY FILE AN
AMENDMENT TO THE REGISTRATION STATEMENT WHICH WOULD ENABLE THE REGISTRATION OF
UP TO THIRTY PERCENT (30%) OF THE COMPANY'S PUBLIC FLOAT.
PRIOR TO THE FILING
OF THE REGISTRATION STATEMENT, THE COMPANY WILL FURNISH TO EACH PURCHASER A COPY
OF THE "SELLING SHAREHOLDER" SECTION OF THE REGISTRATION STATEMENT AND TO ONE
COUNSEL FOR THE PURCHASERS (AS DESIGNATED BY THE COLLATERAL AGENT) A COPY OF THE
REGISTRATION STATEMENT, WHICH DOCUMENTS WILL BE SUBJECT TO THEIR REVIEW.
IF THE
COMPANY HAS NOT RECEIVED ANY COMMENTS THERETO WITHIN THREE (3) DAYS OF DELIVERY,
THEN SUCH DOCUMENTS WILL BE DEEMED APPROVED BY THE RELEVANT PARTIES;
1.1.2
USE COMMERCIALLY REASONABLE EFFORTS, SUBJECT TO RECEIPT OF NECESSARY
INFORMATION FROM EACH PURCHASER, INCLUDING THE INFORMATION SET FORTH IN SCHEDULE
1 ATTACHED HERETO, TO CAUSE THE REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE
UNDER THE SECURITIES ACT AS PROMPTLY AS POSSIBLE AFTER THE FILING THEREOF BUT
WITHIN 90 DAYS AFTER THE DATE ON WHICH THE COMPANY FILES THE REGISTRATION
STATEMENT WITH THE SEC (120 DAYS IF THE REGISTRATION STATEMENT IS REVIEWED BY
THE SEC) (THE "EFFECTIVE DATE DEADLINE"); PROVIDED, HOWEVER, THAT IF THE COMPANY
IS NOTIFIED BY THE SEC THAT THE REGISTRATION STATEMENT WILL NOT BE REVIEWED OR
IS NO LONGER SUBJECT TO FURTHER REVIEW AND COMMENTS, THE EFFECTIVE DATE DEADLINE
WILL BE THE FIFTH TRADING DAY ON THE AMERICAN STOCK EXCHANGE FOLLOWING THE DATE
ON WHICH THE COMPANY IS SO NOTIFIED SUBJECT TO ANY REASONABLE DELAY WHICH ISSUER
AND ISSUER'S COUNSEL IN THEIR SOLE DISCRETION DEEM NECESSARY IN CONNECTION WITH
THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION;
1.1.3
USE COMMERCIALLY REASONABLE EFFORTS TO PREPARE AND FILE WITH THE SEC
SUCH AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE
PROSPECTUS, IN THE FORM FIRST FILED WITH THE COMMISSION PURSUANT TO
RULE 424(B) OF THE REGULATIONS, OR FILED AS PART OF THE REGISTRATION STATEMENT
AT THE TIME OF EFFECTIVENESS IF NO RULE 424(B) FILING IS REQUIRED (THE
"PROSPECTUS") USED IN CONNECTION THEREWITH AND TAKE ALL SUCH OTHER ACTIONS AS
MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CURRENT AND EFFECTIVE FOR A
PERIOD (THE "REGISTRATION PERIOD") NOT EXCEEDING, WITH RESPECT TO THE
PURCHASERS' COMMON STOCK, THE EARLIER OF (I) THE SECOND ANNIVERSARY OF THE
CLOSING DATE (BUT WITH RESPECT TO COMMON STOCK THAT IS ISSUABLE UPON EXERCISE OF
THE WARRANTS, THE FOREGOING DATE WILL BE THE SECOND ANNIVERSARY OF THE DATE THE
RELATED WARRANT WAS EXERCISED), (II) THE RULE 144 ELIGIBILITY DATE, AND
(III) SUCH TIME AS ALL COMMON STOCK HELD BY THE PURCHASERS HAVE BEEN SOLD
(A) PURSUANT TO A REGISTRATION STATEMENT, (B) TO OR THROUGH A BROKER OR DEALER
OR UNDERWRITER IN A PUBLIC DISTRIBUTION OR A PUBLIC SECURITIES TRANSACTION, OR
(C) IN A TRANSACTION EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT UNDER SECTION 4(1) THEREOF SO THAT ALL