provision then in force) under the 1933
Act.
Page 1 of 10
"Registration Statement" means the registration statement or statements of the
Company filed under the 1933 Act covering the Registrable Securities.
All capitalized terms used in this Agreement and not otherwise defined herein
shall have the same meaning ascribed to them as in the Securities Purchase
Agreement.
SECTION 2.
REGISTRATION.
(A)
SUBJECT TO SECTION 3(G), THE COMPANY SHALL, WITHIN THIRTY (30)
DAYS AFTER THE DATE OF THIS AGREEMENT, FILE WITH THE SEC THE REGISTRATION
STATEMENT OR REGISTRATION STATEMENTS (AS IS NECESSARY) ON FORM S-1 (OR, IF SUCH
FORM IS UNAVAILABLE FOR SUCH A REGISTRATION, ON SUCH OTHER FORM AS IS AVAILABLE
FOR SUCH REGISTRATION), COVERING THE RESALE OF ALL OF THE REGISTRABLE
SECURITIES, WHICH REGISTRATION STATEMENT(S) SHALL STATE THAT, IN ACCORDANCE WITH
RULE 416 PROMULGATED UNDER THE 1933 ACT, SUCH REGISTRATION STATEMENT ALSO COVERS
SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES OF COMMON STOCK AS MAY BECOME
ISSUABLE UPON STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS.
THE
COMPANY SHALL INITIALLY REGISTER FOR RESALE 25,000,000 SHARES OF COMMON STOCK,
EXCEPT TO THE EXTENT THAT THE SEC REQUIRES THE SHARE AMOUNT TO BE REDUCED AS A
CONDITION OF EFFECTIVENESS.
(B)
THE COMPANY AGREES NOT TO INCLUDE ANY OTHER SECURITIES IN THE
REGISTRATION STATEMENT COVERING THE REGISTRABLE SECURITIES WITHOUT THE
INVESTOR'S PRIOR WRITTEN CONSENT WHICH THE INVESTOR MAY WITHHOLD IN ITS SOLE
DISCRETION. FURTHERMORE, THE COMPANY AGREES THAT IT WILL NOT FILE ANY OTHER
REGISTRATION STATEMENT FOR OTHER SECURITIES, UNTIL THIRTY CALENDAR DAYS AFTER
THE REGISTRATION STATEMENT FOR THE REGISTRABLE SECURITIES IS DECLARED EFFECTIVE
BY THE SEC.
SECTION 3.
RELATED OBLIGATIONS.
At such time as the Company is obligated to prepare and file the Registration
Statement with the SEC pursuant to Section 2(a), the Company shall have the
following obligations with respect to the Registration Statement:
(A)
THE COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT RELATING TO THE REGISTRABLE SECURITIES TO
BECOME EFFECTIVE WITHIN NINETY (90) DAYS AFTER THE DATE THAT THE REGISTRATION
STATEMENT IS FILED AND SHALL KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL
THE EARLIER TO OCCUR OF
THE DATE ON WHICH (A) THE INVESTOR SHALL HAVE SOLD ALL
THE REGISTRABLE SECURITIES; OR (B) THE COMPANY HAS NO RIGHT TO SELL ANY
ADDITIONAL SHARES OF COMMON STOCK UNDER THE SECURITIES PURCHASE AGREEMENT (THE
"REGISTRATION PERIOD").
THE REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN) SHALL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO
BE STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING. THE COMPANY SHALL USE ALL
COMMERCIALLY REASONABLE EFFORTS TO RESPOND TO ALL SEC COMMENTS WITHIN TEN (10)
BUSINESS DAYS FROM RECEIPT OF SUCH COMMENTS BY THE COMPANY. THE COMPANY SHALL
USE ALL COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE REGISTRATION STATEMENT
RELATING TO THE REGISTRABLE SECURITIES TO BECOME EFFECTIVE NO LATER THAN FIVE
(5) BUSINESS DAYS AFTER NOTICE