OF ANY PORTION OF THE REGISTRABLE
SECURITIES COVERED BY A REGISTRATION STATEMENT, AND ALL OTHER AMENDMENTS AND
SUPPLEMENTS TO THE PROSPECTUS, INCLUDING POST-EFFECTIVE AMENDMENTS, AND ALL
MATERIAL INCORPORATED BY REFERENCE OR DEEMED TO BE INCORPORATED BY REFERENCE IN
SUCH PROSPECTUS.
(F)
"REGISTRABLE SECURITIES" MEANS ALL (I) OF THE WARRANT SHARES
ISSUED OR ISSUABLE UPON EXERCISE OF THE WARRANTS, (II) ANY ADDITIONAL SHARES
ISSUABLE IN CONNECTION WITH ANY ANTI-DILUTION PROVISIONS IN THE WARRANTS
(WITHOUT GIVING EFFECT TO ANY LIMITATIONS ON EXERCISE SET FORTH IN THE WARRANTS)
AND (III) ANY SHARES OF COMMON STOCK ISSUED OR ISSUABLE WITH RESPECT TO THE
WARRANT SHARES, OR THE WARRANTS AS A RESULT OF ANY STOCK SPLIT, DIVIDEND OR
OTHER DISTRIBUTION, RECAPITALIZATION OR SIMILAR EVENT OR OTHERWISE, WITHOUT
REGARD TO ANY LIMITATIONS ON EXERCISE OF THE WARRANTS.
(G)
"REGISTRATION STATEMENT" MEANS THE REGISTRATION STATEMENTS
REQUIRED TO BE FILED HEREUNDER (INCLUDING ANY ADDITIONAL REGISTRATION STATEMENTS
CONTEMPLATED BY SECTION 3(C)), INCLUDING (IN EACH CASE) THE PROSPECTUS,
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT OR PROSPECTUS,
INCLUDING PRE- AND POST-EFFECTIVE AMENDMENTS, ALL EXHIBITS THERETO, AND ALL
MATERIAL INCORPORATED BY REFERENCE OR DEEMED TO BE INCORPORATED BY REFERENCE IN
SUCH REGISTRATION STATEMENT.
(H)
"RULE 415" MEANS RULE 415 PROMULGATED BY THE SEC PURSUANT TO THE
SECURITIES ACT, AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME, OR ANY SIMILAR
RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC
HAVING SUBSTANTIALLY THE SAME
PURPOSE AND EFFECT AS SUCH RULE.
2.
REGISTRATION.
(A)
THE COMPANY'S REGISTRATION OBLIGATIONS SET FORTH IN THIS SECTION 2
INCLUDING ITS OBLIGATIONS TO FILE REGISTRATION STATEMENTS (PROVIDED THE COMPANY
IS ELIGIBLE TO FILE THE REGISTRATION STATEMENT) UPON RECEIPT OF FILING NOTICES,
OBTAIN EFFECTIVENESS OF REGISTRATION STATEMENTS, AND MAINTAIN THE CONTINUOUS
EFFECTIVENESS OF REGISTRATION STATEMENT THAT HAVE BEEN DECLARED EFFECTIVE SHALL
BEGIN ON THE DATE HEREOF AND CONTINUE UNTIL ALL THE REGISTRABLE SECURITIES HAVE
BEEN SOLD OR MAY PERMANENTLY BE SOLD WITHOUT ANY RESTRICTIONS PURSUANT TO
RULE 144, 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 (THE "REGISTRATION PERIOD").
(B)
ANYTIME DURING THE REGISTRATION PERIOD, THE BUYER SHALL HAVE THE
RIGHT TO DELIVER TO THE COMPANY A FILING NOTICE WHICH SHALL TRIGGER THE
COMPANY'S OBLIGATIONS TO FILE A
REGISTRATION STATEMENT AS SET FORTH BELOW (PROVIDED THE COMPANY IS ELIGIBLE TO
FILE THE REGISTRATION STATEMENT).
(C)
AFTER RECEIPT OF A FILING NOTICE, THE COMPANY SHALL, ON OR PRIOR
TO THE FILING DEADLINE, PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT
ON FORM S-1 OR SB-2 (OR, IF THE COMPANY IS THEN ELIGIBLE, ON FORM S-3) COVERING
THE RESALE BY THE BUYER OF ALL OF THE REGISTRABLE SECURITIES SET FORTH IN SUCH
FILING NOTICE.
EACH 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 EACH REGISTRATION