THAT IS MARKED AS A SHORT SALE AND THAT IS EXECUTED AT A TIME
WHEN SUCH PURCHASER HAS NO EQUIVALENT OFFSETTING LONG POSITION IN THE COMMON
STOCK, EXCLUSIVE OF THE SHARES.
FOR PURPOSES OF DETERMINING WHETHER A PURCHASER
HAS AN EQUIVALENT OFFSETTING LONG POSITION IN THE COMMON STOCK, ALL COMMON STOCK
THAT WOULD BE ISSUABLE UPON EXERCISE IN FULL OF ALL OPTIONS THEN HELD BY SUCH
PURCHASER (ASSUMING THAT SUCH OPTIONS WERE THEN FULLY EXERCISABLE,
NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY, AND GIVING EFFECT TO ANY
EXERCISE PRICE ADJUSTMENTS SCHEDULED TO TAKE EFFECT IN THE FUTURE) SHALL BE
DEEMED TO BE HELD LONG BY SUCH PURCHASER.
E.
REGISTRATION RIGHTS
(1)
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS
SECTION E, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW.
(A)
"PROSPECTUS" MEANS THE PROSPECTUS INCLUDED
IN THE REGISTRATION STATEMENT (INCLUDING, WITHOUT LIMITATION, A PROSPECTUS THAT
INCLUDES ANY INFORMATION PREVIOUSLY OMITTED FROM A PROSPECTUS FILED AS PART OF
AN EFFECTIVE REGISTRATION STATEMENT IN RELIANCE UPON RULE 430A PROMULGATED UNDER
THE SECURITIES ACT), AS AMENDED OR SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT,
WITH RESPECT TO THE TERMS OF THE OFFERING OF ANY PORTION OF THE REGISTRABLE
SECURITIES COVERED BY THE 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.
(B)
"REGISTRABLE SECURITIES" SHALL MEAN ANY
SHARES AND WARRANT SHARES ISSUED OR ISSUABLE PURSUANT TO THE OFFERING DOCUMENTS
TOGETHER WITH ANY SECURITIES ISSUED OR ISSUABLE UPON ANY STOCK SPLIT, DIVIDEND
OR OTHER DISTRIBUTION, ADJUSTMENT, RECAPITALIZATION OR SIMILAR EVENT WITH
RESPECT TO THE FOREGOING.
(C)
"REGISTRATION STATEMENT" MEANS THE
REGISTRATION STATEMENT REQUIRED TO BE FILED UNDER THIS SECTION E, INCLUDING 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.
(2)
SHELF REGISTRATION.
(A)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
CAUSE TO PREPARE AND FILE WITH THE SEC A "SHELF" REGISTRATION STATEMENT COVERING
THE RESALE OF ALL REGISTRABLE SECURITIES FOR AN OFFERING TO BE MADE ON A
CONTINUOUS BASIS PURSUANT TO RULE 415 ON OR PRIOR TO THE 30TH DAY
14
following the Closing date (such date of actual filing, the "Filing Date").
The
Registration Statement shall be on Form S-3 and shall contain (except if
otherwise directed by the Purchasers) a "Plan of Distribution" substantially in
the form attached hereto as Exhibit E.
Each Purchaser will furnish to the
Company in writing the information specified in Item 507 or 508 of Regulation
S-K, as applicable, of the Securities Act for use in connection with the
Registration Statement or prospectus or preliminary prospectus included
therein.
Each Purchaser agrees to promptly furnish additional information
required to be disclosed in order to make the information previously furnished
to the Company by such Purchaser not materially misleading.
The Registration
Statement shall register the Registrable Securities for resale by