ON
FORM S-2 (OR, IF FORM S-2 IS NOT THEN AVAILABLE, ON SUCH FORM OF REGISTRATION
STATEMENT AS IS THEN AVAILABLE TO EFFECT A REGISTRATION OF ALL OF THE
REGISTRABLE SECURITIES, SUBJECT TO THE CONSENT, NOT TO BE UNREASONABLY WITHHELD,
OF THE INVESTORS) COVERING THE RESALE OF THE REGISTRABLE SECURITIES.
THE
REGISTRATION STATEMENT FILED HEREUNDER, TO THE EXTENT ALLOWABLE UNDER THE
SECURITIES ACT AND THE RULES PROMULGATED THEREUNDER (INCLUDING RULE 416), SHALL
STATE THAT SUCH REGISTRATION STATEMENT ALSO COVERS SUCH INDETERMINATE NUMBER OF
ADDITIONAL SHARES OF COMMON STOCK AS MAY BECOME ISSUABLE TO PREVENT DILUTION
RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS.
THE
REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT SHALL BE ALLOCATED
TO THE INVESTORS AS SET FORTH IN SECTION 11(K) HEREOF.
THE REGISTRATION
STATEMENT (AND EACH AMENDMENT OR SUPPLEMENT THERETO, AND EACH REQUEST FOR
ACCELERATION OF EFFECTIVENESS THEREOF) SHALL BE PROVIDED TO THE INVESTORS AND
THEIR COUNSEL PRIOR TO ITS FILING OR OTHER SUBMISSION.
(B)
UNDERWRITTEN OFFERING.
IF ANY OFFERING PURSUANT TO THE
REGISTRATION STATEMENT PURSUANT TO SECTION 2(A) HEREOF INVOLVES AN UNDERWRITTEN
OFFERING, THE INVESTORS WHO HOLD A MAJORITY IN INTEREST OF THE REGISTRABLE
SECURITIES SUBJECT TO SUCH UNDERWRITTEN OFFERING, WITH THE CONSENT OF THE
INITIAL INVESTORS IF THEY ARE STILL HOLDING REGISTRABLE SECURITIES, SHALL HAVE
THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REPRESENT THE INVESTORS AND AN
INVESTMENT BANKER OR BANKERS AND MANAGER OR MANAGERS TO ADMINISTER THE OFFERING,
WHICH INVESTMENT BANKER OR BANKERS OR MANAGER OR MANAGERS SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY.
NOTWITHSTANDING THE FOREGOING, IF THE OFFERING
DOES NOT INVOLVE AN UNDERWRITTEN OFFER, THE INVESTORS SHALL NOT BE ENTITLED TO
REQUIRE THAT THE OFFERING BE UNDERWRITTEN.
(C)
REGISTRATION STATEMENT FILING.
THE COMPANY SHALL USE ITS BEST
EFFORTS TO CAUSE THE REGISTRATION STATEMENT REQUIRED TO BE FILED PURSUANT TO
SECTION 2(A) HEREOF TO BECOME EFFECTIVE AS SOON AS REASONABLY PRACTICABLE. AT
THE TIME OF EFFECTIVENESS, THE COMPANY SHALL ENSURE SUCH REGISTRATION STATEMENT
COVERS ALL OF THE REGISTRABLE SECURITIES.
THE COMPANY SHALL USE ITS BEST
EFFORTS (I) TO CAUSE SUCH REGISTRATION STATEMENT COVERING ALL OF THE REGISTRABLE
SECURITIES TO BE DECLARED EFFECTIVE BY THE SEC ON OR BEFORE THE ONE HUNDRED
TWENTIETH (120TH) DAY FOLLOWING THE CLOSING DATE (THE "REGISTRATION DEADLINE"),
(II) AFTER SUCH REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC,
TO PREVENT THE SUSPENSION OF SALES OF ANY OF THE REGISTRABLE SECURITIES REQUIRED
TO BE COVERED BY SUCH REGISTRATION STATEMENT (BY REASON OF A STOP ORDER AND/OR
BECAUSE THE REGISTRATION STATEMENT CONTAINS MISSTATEMENTS OR OMISSIONS DUE TO
2
THE COMPANY'S FAILURE TO UPDATE THE REGISTRATION STATEMENT OR BECAUSE OF ANY
OTHER REASON OUTSIDE THE CONTROL OF THE INVESTORS) AND (III) TO CAUSE THE COMMON
STOCK TO BE LISTED OR INCLUDED FOR QUOTATION ON THE NASDAQ NATIONAL MARKET
("NNM"), THE NASDAQ SMALLCAP MARKET ("SMALLCAP"), THE OTC BULLETIN BOARD OR
SUCCESSOR ENTITY (E.G., BBX MARKET) ("OTCBB"), THE NEW YORK STOCK EXCHANGE (THE
"NYSE") OR THE AMERICAN STOCK EXCHANGE (THE "AMEX") AT ALL TIMES AFTER THE
REGISTRATION DEADLINE HEREUNDER.
IN