HOLDERS PURSUANT TO
RULE 144(K) 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 "EFFECTIVENESS PERIOD").
(B)
IF FOR ANY REASON (I) THE COMMISSION DOES
NOT PERMIT ALL OF THE REGISTRABLE SECURITIES TO BE INCLUDED IN THE REGISTRATION
STATEMENT FILED PURSUANT TO SECTION 2(A), OR (II) ANY OUTSTANDING REGISTRABLE
SECURITIES OR REGISTRABLE SECURITIES THAT ARE NOT THEN OUTSTANDING BUT WOULD BE
ISSUABLE IF A HOLDER WERE TO EXERCISE ITS CONVERSION OR EXERCISE RIGHTS (WITHOUT
REGARD TO ANY CONVERSION OR EXERCISE CAPS CONTAINED IN SHARES OR WARRANTS) ARE
NOT THEN COVERED BY AN EFFECTIVE REGISTRATION STATEMENT, THEN IN EACH SUCH CASE
THE COMPANY SHALL PREPARE AND FILE BY THE FILING DATE FOR SUCH REGISTRATION
STATEMENT, AN ADDITIONAL REGISTRATION STATEMENT COVERING THE RESALE OF ALL SUCH
OUTSTANDING AND ISSUABLE REGISTRABLE SECURITIES NOT ALREADY COVERED BY AN
EXISTING AND EFFECTIVE REGISTRATION STATEMENT FOR AN OFFERING TO BE MADE ON A
CONTINUOUS BASIS PURSUANT TO RULE 415, ON FORM SB-2 (OR OTHER APPROPRIATE FORM
FOR SUCH PURPOSE, INCLUDING FORM S-3 IF THEN AVAILABLE).
EACH SUCH REGISTRATION
STATEMENT SHALL CONTAIN (EXCEPT IF OTHERWISE REQUIRED PURSUANT TO WRITTEN
COMMENTS RECEIVED FROM THE COMMISSION UPON A REVIEW OF SUCH REGISTRATION
STATEMENT) THE "PLAN OF DISTRIBUTION" ATTACHED HERETO AS ANNEX A.
THE COMPANY
SHALL CAUSE EACH SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AS SOON AS POSSIBLE BUT, IN ANY EVENT, BY ITS EFFECTIVENESS DATE,
AND SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP SUCH REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT DURING THE ENTIRE EFFECTIVENESS
PERIOD.
PROMPTLY FOLLOWING ANY DATE ON WHICH THE COMPANY BECOMES ELIGIBLE TO
USE A REGISTRATION STATEMENT ON FORM S-3 TO REGISTER THE RESALE OF ITS
SECURITIES, BUT IN NO EVENT MORE THAN THIRTY DAYS AFTER SUCH DATE, THE COMPANY
SHALL FILE A REGISTRATION STATEMENT ON FORM S-3 COVERING ALL THEN OUTSTANDING
AND ISSUABLE REGISTRABLE SECURITIES (OR A POST-EFFECTIVE AMENDMENT ON FORM S-3
TO THE THEN EFFECTIVE REGISTRATION STATEMENT) AND SHALL CAUSE SUCH REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE AS SOON AS POSSIBLE THEREAFTER, BUT IN ANY
EVENT PRIOR TO THE EFFECTIVENESS DATE THEREFOR.
THE COMPANY SHALL TAKE SUCH
ACTION AS IS NECESSARY AND APPROPRIATE TO ENSURE THAT THE THEN EXISTING
EFFECTIVE REGISTRATION STATEMENT IS NOT SUSPENDED AND DOES NOT OTHERWISE LAPSE
DURING THE PERIOD BETWEEN THE FILING AND EFFECTIVENESS OF THE REGISTRATION
STATEMENT ON FORM S-3, WHICH EXISTING REGISTRATION STATEMENT SHALL BE MERGED
WITH AND BE SUCCEEDED BY THE REGISTRATION STATEMENT ON FORM S-3.
(C)
IF: (I) A REGISTRATION STATEMENT IS NOT
FILED ON OR PRIOR TO ITS FILING DATE (IF THE COMPANY FILES A REGISTRATION
STATEMENT WITHOUT AFFORDING THE HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON
THE SAME AS REQUIRED BY SECTION 3(A) HEREOF, THE COMPANY SHALL NOT BE DEEMED TO
HAVE SATISFIED THIS CLAUSE (I)), OR (II) A REGISTRATION STATEMENT IS NOT
DECLARED EFFECTIVE BY THE COMMISSION ON OR PRIOR TO ITS REQUIRED