OR ANY SIMILAR
RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC
HAVING SUBSTANTIALLY THE SAME
PURPOSE AND EFFECT AS SUCH RULE.
2.
REGISTRATION.
(A)
ON OR PRIOR TO EACH FILING DEADLINE, THE COMPANY SHALL PREPARE AND
FILE WITH THE SEC A REGISTRATION STATEMENT ON FORM S-3 (IF THE COMPANY IS THEN
ELIGIBLE, ON FORM S-3) OR OTHER APPROPRIATE FORM COVERING THE RESALE OF ALL OF
THE REGISTRABLE SECURITIES.
THE REGISTRATION STATEMENT PREPARED PURSUANT HERETO
SHALL REGISTER FOR RESALE AT LEAST THE NUMBER OF SHARES OF COMMON STOCK EQUAL TO
THE REQUIRED REGISTRATION AMOUNT AS OF DATE THE REGISTRATION STATEMENT IS
INITIALLY FILED WITH THE SEC.
THE REGISTRATION STATEMENT SHALL CONTAIN THE
"SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION" SECTIONS IN SUBSTANTIALLY THE
FORM ATTACHED HERETO AS EXHIBIT A AND CONTAIN ALL THE REQUIRED DISCLOSURES SET
FORTH ON EXHIBIT B.
THE COMPANY SHALL USE ITS BEST EFFORTS TO HAVE THE
REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE, BUT
IN NO EVENT LATER THAN THE EFFECTIVENESS DEADLINE.
NO LATER THAN THE SECOND
(2ND) TRADING DAY FOLLOWING THE DATE OF EFFECTIVENESS, 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.
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO
REMAIN EFFECTIVE UNTIL ALL OF THE REGISTRABLE SECURITIES HAVE BEEN SOLD OR MAY
BE SOLD WITHOUT VOLUME RESTRICTIONS PURSUANT TO RULE 144(K), AS DETERMINED BY
THE COUNSEL TO THE COMPANY PURSUANT TO A WRITTEN OPINION LETTER TO SUCH EFFECT,
ADDRESSED AND ACCEPTABLE TO THE COMPANY'S TRANSFER AGENT AND THE AFFECTED
HOLDERS ("REGISTRATION PERIOD").
PRIOR TO THE FILING OF THE REGISTRATION
STATEMENT WITH THE SEC, THE COMPANY SHALL FURNISH A DRAFT OF THE REGISTRATION
STATEMENT TO THE BUYERS FOR THEIR REVIEW AND COMMENT.
THE BUYERS SHALL FURNISH
COMMENTS ON THE REGISTRATION STATEMENT TO THE COMPANY WITHIN TWENTY-FOUR (24)
HOURS OF THE RECEIPT THEREOF FROM THE COMPANY.
(B)
FAILURE TO FILE OR OBTAIN EFFECTIVENESS OF THE REGISTRATION
STATEMENT.
IF: (I) A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE (IF THE COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING THE
HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY SECTION
2(A), THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS CLAUSE (I)), OR
(II) THE COMPANY FAILS TO FILE WITH THE SEC A REQUEST FOR ACCELERATION IN
ACCORDANCE WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT, WITHIN FIVE
TRADING DAYS OF THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY OR IN WRITING,
WHICHEVER IS EARLIER) BY THE SEC THAT A REGISTRATION STATEMENT WILL NOT BE
"REVIEWED," OR NOT SUBJECT TO FURTHER REVIEW, OR (III) A REGISTRATION STATEMENT
FILED OR REQUIRED TO BE FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY THE SEC BY
ITS EFFECTIVENESS DEADLINE, OR (IV) AFTER THE EFFECTIVENESS, A REGISTRATION
STATEMENT CEASES FOR ANY REASON TO REMAIN CONTINUOUSLY EFFECTIVE AS TO ALL
REGISTRABLE SECURITIES FOR WHICH IT