ANNIVERSARY, THE "REQUIRED EFFECTIVE
DATE"), THE COMPANY SHALL FILE WITH THE COMMISSION A REGISTRATION STATEMENT ON
FORM S-3 (THE "REGISTRATION STATEMENT"), REGISTERING FOR RESALE BY THE HOLDERS
THE REGISTRABLE SECURITIES, AND WILL USE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE WITHIN SUCH TIME PERIOD.
IF THE REGISTRATION STATEMENT HAS NOT BEEN DECLARED EFFECTIVE BY THE SEC ON OR
BEFORE THE REQUIRED EFFECTIVE DATE, THE COMPANY SHALL, ON THE BUSINESS DAY
IMMEDIATELY FOLLOWING THE REQUIRED EFFECTIVE DATE, AND EACH 30TH DAY THEREAFTER,
MAKE A PAYMENT TO THE HOLDERS AS PARTIAL COMPENSATION FOR SUCH DELAY (THE "LATE
REGISTRATION PAYMENTS") EQUAL TO ONE PERCENT (1%) OF THE PURCHASE PRICE PAID FOR
THE SHARES PURCHASED BY THE HOLDERS UNTIL THE REGISTRATION STATEMENT IS FILED OR
DECLARED EFFECTIVE BY THE SEC, AS THE CASE MAY BE; PROVIDED, HOWEVER, THAT IN NO
EVENT SHALL THE PAYMENTS MADE PURSUANT TO THIS SECTION 2.1, IF ANY, EXCEED IN
THE AGGREGATE FIVE PERCENT (5%) OF SUCH PURCHASE PRICE.
LATE REGISTRATION
PAYMENTS WILL BE PRORATED ON A DAILY BASIS DURING EACH 30-DAY PERIOD AND WILL BE
PAID TO THE HOLDERS BY WIRE TRANSFER OR CHECK WITHIN FIVE BUSINESS DAYS AFTER
THE EARLIER OF (I) THE END OF EACH THIRTY DAY PERIOD FOLLOWING THE REQUIRED
EFFECTIVE DATE OR (II) THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
2.2
REGISTRATION PROCEDURES.
THE COMPANY WILL:
(A)
USE COMMERCIALLY REASONABLE EFFORTS TO PREPARE AND FILE WITH THE
COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE
RELATED PROSPECTUS (THE "PROSPECTUS") AS MAY BE NECESSARY TO KEEP THE
REGISTRATION STATEMENT CURRENT AND EFFECTIVE FOR A PERIOD ENDING ON THE EARLIER
OF (I) THE DATE ON WHICH THE HOLDERS MAY SELL THE REGISTRABLE SECURITIES
PURSUANT TO PARAGRAPH (K) OF RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
RULE ("RULE 144") OR (II) SUCH TIME AS ALL SHARES PURCHASED BY THE INVESTOR
PURSUANT TO THE PURCHASE AGREEMENT HAVE BEEN SOLD PURSUANT TO A REGISTRATION
STATEMENT OR RULE 144, AND TO NOTIFY THE HOLDERS PROMPTLY UPON THE REGISTRATION
STATEMENT AND EACH POST-EFFECTIVE AMENDMENT THERETO BEING DECLARED EFFECTIVE BY
THE COMMISSION;
(B)
FURNISH TO THE HOLDERS SUCH NUMBER OF COPIES OF THE REGISTRATION
STATEMENT AND THE PROSPECTUS (INCLUDING SUPPLEMENTAL PROSPECTUSES) AS THE
HOLDERS MAY REASONABLY REQUEST, IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER
DISPOSITION OF ALL OR ANY OF THE REGISTRABLE SECURITIES BY THE HOLDERS;
(C)
FILE DOCUMENTS REQUIRED OF THE COMPANY FOR NORMAL BLUE SKY
CLEARANCE IN STATES SPECIFIED IN WRITING BY THE HOLDERS; PROVIDED, HOWEVER, THAT
THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY TO DO BUSINESS OR CONSENT TO
SERVICE OF PROCESS IN ANY JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR
HAS NOT SO CONSENTED;
(D)
BEAR ALL EXPENSES (OTHER THAN SELLING EXPENSES) IN CONNECTION WITH
THE PROCEDURES IN PARAGRAPHS (A) THROUGH (D) OF THIS SECTION 2.2 AND THE
REGISTRATION OF THE REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT;
(E)
ADVISE THE HOLDERS, PROMPTLY AFTER IT SHALL RECEIVE NOTICE OR
OBTAIN KNOWLEDGE OF THE