THE
APPLICABLE SECURITIES MAY LAWFULLY BE SO DISPOSED OF WITHOUT REGISTRATION.
(D)
ANY LEGEND THAT MAY BE ENDORSED ON AN
INSTRUMENT PURSUANT TO APPLICABLE STATE SECURITIES LAWS AND THE STOP-TRANSFER
INSTRUCTIONS WITH RESPECT TO SUCH SECURITIES SHALL BE REMOVED UPON RECEIPT BY
THE COMPANY OF AN ORDER OF THE APPROPRIATE BLUE-SKY AUTHORITY AUTHORIZING SUCH
REMOVAL.
(E)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF
THIS SECTION 2.1, THE RESTRICTIONS IMPOSED BY THIS SECTION 2.1 UPON THE
TRANSFERABILITY OF ANY SHARES OR OTHER REGISTRABLE SECURITIES SHALL CEASE AND
TERMINATE WHEN (I) ANY SUCH SHARES OR OTHER REGISTRABLE SECURITIES ARE SOLD OR
OTHERWISE DISPOSED OF IN ACCORDANCE WITH A REGISTRATION STATEMENT (INCLUDING
WITHOUT LIMITATION THE METHOD OF DISPOSITION SET FORTH THEREIN); (II) THE HOLDER
OF SUCH SHARES OR OTHER REGISTRABLE SECURITIES HAS MET THE APPLICABLE
REQUIREMENTS FOR TRANSFER OF SUCH
4
SHARES OR OTHER REGISTRABLE SECURITIES, AS THE CASE MAY BE, PURSUANT TO
SUBPARAGRAPH (B) OF RULE 144 UNDER THE SECURITIES ACT OR A SUCCESSOR
RULE THEREOF (AS AMENDED FROM TIME TO TIME)("RULE 144") OR (III) ANY SUCH SHARES
OR OTHER REGISTRABLE SECURITIES ARE SOLD OR OTHERWISE DISPOSED OF BY SUCH OTHER
METHOD CONTEMPLATED BY THIS SECTION 2.1 THAT DOES NOT REQUIRE THAT THE
SECURITIES TRANSFERRED BEAR THE LEGEND SET FORTH IN THIS SECTION 2.1.
WHENEVER
THE RESTRICTIONS IMPOSED BY THIS SECTION 2.1 HAVE TERMINATED, A HOLDER OF A
CERTIFICATE FOR SHARES OR OTHER REGISTRABLE SECURITIES AS TO WHICH SUCH
RESTRICTIONS HAVE TERMINATED SHALL BE ENTITLED TO RECEIVE FROM THE COMPANY,
WITHOUT EXPENSE, A NEW CERTIFICATE NOT BEARING THE RESTRICTIVE LEGEND SET FORTH
IN THIS SECTION 2.1 AND NOT CONTAINING ANY OTHER REFERENCE TO THE RESTRICTIONS
IMPOSED BY THIS SECTION 2.1.
(F)
THE COMPANY COVENANTS THAT, TO THE EXTENT
IT DOES NOT QUALIFY AS A "REPORTING ISSUER" AS DEFINED UNDER RULE 144(C) DURING
THE PERIOD ENDING WITH THE TERMINATION OF THE TRANSFERABILITY RESTRICTIONS AS
DESCRIBED IN SECTION 2.1(E) ABOVE, IT WILL TAKE SUCH ACTION IN CONNECTION WITH
THE FURNISHING OF INFORMATION AS THE INVESTOR MAY REASONABLY REQUEST, ALL TO THE
EXTENT REQUIRED FROM TIME TO TIME TO ENABLE THE INVESTOR TO SELL REGISTRABLE
SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATIONS
OF THE EXEMPTION PROVIDED BY RULE 144.
(G)
THE INVESTOR REPRESENTS AND WARRANTS THAT,
DURING THE PERIOD BEGINNING 30 DAYS PRIOR TO THE DATE OF THIS AGREEMENT AND
ENDING ON THE DATE OF THIS AGREEMENT, NONE OF THE INVESTOR OR ITS AFFILIATES, OR
ANY ENTITY ACTING UNDER THEIR DIRECTION OR CONTROL, HAVE ENGAGED, DIRECTLY OR
INDIRECTLY, IN ANY TRADING OF COMMON STOCK, INCLUDING, WITHOUT LIMITATION, SHORT
SALES OR HEDGING OF ANY KIND, OTHER THAN AS CONTEMPLATED BY THIS AGREEMENT.
2.2
SHELF REGISTRATION.
(A)
THE COMPANY SHALL,
WITHIN 45 DAYS FROM THE DATE OF THIS AGREEMENT (THE "FILING DATE"), FILE A
REGISTRATION STATEMENT (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, THE "SHELF
REGISTRATION STATEMENT") UNDER THE SECURITIES ACT COVERING ALL OF THE
REGISTRABLE SECURITIES THEN OUTSTANDING, AND SHALL USE ITS BEST EFFORTS TO CAUSE
THE SHELF REGISTRATION STATEMENT TO BECOME EFFECTIVE