"NON-REGISTERED SHARES") EITHER UNDER RULE
415, AS INTERPRETED BY THE SEC, OR BECAUSE THE COMPANY'S SHAREHOLDERS HAD NOT
APPROVED THE ISSUANCE OF IN EXCESS OF 19.99% OF THE OUTSTANDING SHARES OF THE
COMPANY'S COMMON STOCK AS CONTEMPLATED IN SECTION 4(Q) OF THE SECURITIES
PURCHASE AGREEMENT, THEN THE COMPANY SHALL BECOME OBLIGATED TO FILE AN
ADDITIONAL REGISTRATION STATEMENT (EACH, A "SUBSEQUENT REGISTRATION STATEMENT")
ON THE FIRST DAY AFTER SUCH SUBSEQUENT REGISTRATION STATEMENT MAY BE FILED
WITHOUT OBJECTION BY THE SEC UNDER RULE 415 COVERING THE RESALE BY THE BUYERS OF
THE MAXIMUM NUMBER OF SUCH NON-REGISTERED SHARES ALLOWED UNDER RULE 415 AS
INTERPRETED BY THE SEC.
(D)
THE COMPANY SHALL FILE WITH THE SEC PURSUANT TO RULE 424(B) A COPY
OF THE DEFINITIVE PROSPECTUS FOR EACH REGISTRATION STATEMENT NOT LATER THAN THE
SECOND (2ND) BUSINESS DAY AFTER THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT.
THE COMPANY SHALL PROVIDE THE BUYERS SUCH OTHER DOCUMENTS AS SUCH
BUYERS MAY REASONABLY REQUEST FROM TIME TO TIME IN ORDER TO FACILITATE THE
DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH INVESTOR.
(E)
THE COMPANY SHALL USE ITS BEST EFFORTS TO (I) REGISTER AND QUALIFY
THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS ANY
BUYER REASONABLY REQUESTS, (II) PREPARE AND FILE IN THOSE JURISDICTIONS, SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH
REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE
EFFECTIVENESS THEREOF DURING THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN
EFFECT AT ALL TIMES DURING THE REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER
ACTIONS REASONABLY NECESSARY OR ADVISABLE TO QUALIFY
5
THE REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS; PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO (W) MAKE ANY CHANGE TO ITS ARTICLES OF INCORPORATION OR BY-LAWS, (X)
QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE
REQUIRED TO QUALIFY BUT FOR THIS SECTION 3(D), (Y) SUBJECT ITSELF TO GENERAL
TAXATION IN ANY SUCH JURISDICTION, OR (Z) FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH JURISDICTION.
THE COMPANY SHALL PROMPTLY NOTIFY EACH BUYER
WHO HOLDS REGISTRABLE SECURITIES OF THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE REGISTRATION OR QUALIFICATION
OF ANY OF THE REGISTRABLE SECURITIES FOR SALE UNDER THE SECURITIES OR "BLUE SKY"
LAWS OF ANY JURISDICTION IN THE UNITED STATES OR ITS RECEIPT OF ACTUAL NOTICE OF
THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
(F)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT OR
DEVELOPMENT, THE COMPANY SHALL NOTIFY EACH BUYER IN WRITING OF THE HAPPENING OF
ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN A REGISTRATION
STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED