BECOME BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH
SECTION 9.
G.
"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.
H.
"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 OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT(S)
BY THE SEC.
I.
"REGISTRABLE SECURITIES" MEANS (I) THE
CONVERSION SHARES ISSUED OR ISSUABLE UPON CONVERSION OF THE PREFERRED 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
PREFERRED SHARES, THE CONVERSION SHARES, THE WARRANT SHARES OR THE WARRANTS AS A
RESULT OF ANY SHARE SPLIT, SHARE DIVIDEND, RECAPITALIZATION, EXCHANGE OR SIMILAR
EVENT OR OTHERWISE, WITHOUT REGARD TO ANY LIMITATIONS ON CONVERSIONS OF THE
PREFERRED SHARES OR EXERCISES OF THE WARRANTS.
J.
"REGISTRATION STATEMENT" MEANS A REGISTRATION
STATEMENT OR REGISTRATION STATEMENTS OF THE COMPANY FILED UNDER THE 1933 ACT
COVERING THE REGISTRABLE SECURITIES.
K.
"REQUIRED HOLDERS" MEANS THE HOLDERS OF AT LEAST A
MAJORITY OF THE REGISTRABLE SECURITIES.
L.
"REQUIRED REGISTRATION AMOUNT" MEANS THE SUM OF
(I) THE MAXIMUM NUMBER OF CONVERSION SHARES ISSUED AND ISSUABLE PURSUANT TO THE
CERTIFICATE OF DESIGNATIONS, AS OF THE TRADING DAY IMMEDIATELY PRECEDING THE
APPLICABLE DATE OF DETERMINATION AND (II) THE MAXIMUM NUMBER OF WARRANT SHARES
ISSUED AND ISSUABLE PURSUANT TO THE WARRANTS AS OF THE TRADING DAY IMMEDIATELY
PRECEDING THE APPLICABLE DATE OF DETERMINATION (ASSUMING FOR PURPOSES HEREOF
THAT THE EXERCISE PRICE (AS DEFINED IN THE WARRANTS) IS EQUAL TO $2.00, SUBJECT
TO ADJUSTMENT FOR STOCK SPLITS AND STOCK DIVIDENDS AND WITHOUT REGARD TO ANY
LIMITATIONS ON CONVERSION OF THE PREFERRED SHARES OR THE EXERCISE OF THE
WARRANTS), ALL SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 2(E).
2
M.
"RULE 415" MEANS RULE 415 UNDER THE 1933 ACT OR ANY
SUCCESSOR RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS OR DELAYED
BASIS.
N.
"SEC" MEANS THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION.
2.
REGISTRATION.
A.
MANDATORY REGISTRATION. THE COMPANY SHALL PREPARE,
AND, AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THE FILING DEADLINE,
FILE WITH THE SEC THE REGISTRATION STATEMENT ON FORM S-3 COVERING THE RESALE OF
ALL OF THE 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 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 THE
DATE THE REGISTRATION STATEMENT IS INITIALLY FILED WITH THE SEC. THE
REGISTRATION STATEMENT SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY THE
REQUIRED HOLDERS)