PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
H.
"REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING ONE OR MORE REGISTRATION
STATEMENTS (AS DEFINED BELOW) IN COMPLIANCE WITH THE 1933 ACT AND PURSUANT TO
RULE 415 AND THE DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT(S) BY THE SEC.
I.
"REGISTRABLE SECURITIES" MEANS (I) THE COMMON SHARES, (II) THE
WARRANT SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THE WARRANTS, (III) ANY
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS ISSUED TO ANY
PLACEMENT AGENT AS COMPENSATION IN CONNECTION WITH THE FINANCING THAT IS THE
SUBJECT OF THE SECURITIES PURCHASE AGREEMENT, AND (IV) ANY CAPITAL STOCK OF THE
COMPANY ISSUED OR ISSUABLE WITH RESPECT TO THE COMMON SHARES, THE WARRANT
SHARES, OR THE WARRANTS AS A RESULT OF ANY STOCK SPLIT, STOCK DIVIDEND,
RECAPITALIZATION, EXCHANGE OR SIMILAR EVENT OR OTHERWISE, WITHOUT REGARD TO ANY
LIMITATIONS ON EXERCISE OF THE WARRANTS.
J.
"REGISTRATION STATEMENT" MEANS A REGISTRATION STATEMENT OR
REGISTRATION STATEMENTS OF THE COMPANY FILED UNDER THE 1933 ACT COVERING THE
REGISTRABLE SECURITIES.
K.
"REQUIRED HOLDERS" MEANS THE HOLDERS OF AT LEAST A MAJORITY OF
THE REGISTRABLE SECURITIES.
L.
"REQUIRED REGISTRATION AMOUNT" MEANS 130% (OR SUCH LESSER AMOUNT
AS THE SEC MAY PERMIT AS EVIDENCED IN COMMENTS RECEIVED TO A FILED REGISTRATION
STATEMENT) OF THE SUM OF (I) THE NUMBER OF COMMON SHARES ISSUED PURSUANT TO THE
SECURITIES PURCHASE AGREEMENT AND ISSUABLE PURSUANT TO THE WARRANTS AS OF THE
TRADING DAY IMMEDIATELY PRECEDING THE APPLICABLE DATE OF DETERMINATION, ALL
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 2(E) (WITHOUT REGARD TO ANY
LIMITATIONS ON EXERCISE OF THE WARRANTS).
M.
"RULE 415" MEANS RULE 415 UNDER THE 1933 ACT OR ANY SUCCESSOR RULE
PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS OR DELAYED BASIS.
N.
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
2
2.
REGISTRATION.
A.
MANDATORY REGISTRATION.
THE COMPANY SHALL PREPARE, AND, AS SOON
AS PRACTICABLE BUT IN NO EVENT LATER THAN THE FILING DEADLINE, FILE WITH THE SEC
THE REGISTRATION STATEMENT ON FORM S-3 COVERING THE RESALE OF ALL OF THE
REGISTRABLE SECURITIES ISSUABLE UPON THEN OUTSTANDING SECURITIES.
IN THE EVENT
THAT FORM S-3 IS UNAVAILABLE FOR SUCH A REGISTRATION, THE COMPANY SHALL USE SUCH
OTHER FORM AS IS AVAILABLE FOR SUCH A REGISTRATION ON ANOTHER APPROPRIATE FORM
REASONABLY ACCEPTABLE TO THE REQUIRED HOLDERS, SUBJECT TO THE PROVISIONS OF
SECTION 2(D).
THE REGISTRATION STATEMENT PREPARED PURSUANT HERETO SHALL
REGISTER FOR RESALE AT LEAST THE NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE
REQUIRED REGISTRATION AMOUNT AS OF DATE THE REGISTRATION STATEMENT IS INITIALLY
FILED WITH THE SEC.
THE REGISTRATION STATEMENT SHALL CONTAIN (EXCEPT IF
OTHERWISE DIRECTED BY THE REQUIRED HOLDERS) THE "SELLING STOCKHOLDERS" AND "PLAN
OF DISTRIBUTION" SECTIONS IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT
B.
THE COMPANY SHALL USE ITS BEST EFFORTS TO HAVE THE REGISTRATION STATEMENT
DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE, BUT IN