AMOUNT OF COMMON
STOCK NECESSARY FOR THE COMPANY TO ISSUE AND SELL TO THE INVESTOR AND THE
INVESTOR TO PURCHASE FROM THE COMPANY ALL OF THE WARRANT SHARES TO BE ISSUED,
SOLD AND PURCHASED UNDER THE WARRANT, THE COMPANY SHALL, UPON A TIMETABLE
MUTUALLY AGREEABLE TO BOTH THE COMPANY AND THE INVESTOR, PREPARE AND FILE WITH
THE COMMISSION AN ADDITIONAL REGISTRATION STATEMENT OR STATEMENTS IN ORDER TO
EFFECTUATE THE PURPOSE OF THIS AGREEMENT, THE PURCHASE AGREEMENT, AND THE
WARRANT.
ARTICLE II
REGISTRATION PROCEDURES
SECTION 2.1
FILINGS; INFORMATION.
THE COMPANY SHALL EFFECT THE
REGISTRATION WITH RESPECT TO THE SALE OF THE REGISTRABLE SECURITIES BY THE
INVESTOR IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION THEREOF.
WITHOUT LIMITING THE FOREGOING, THE COMPANY IN EACH SUCH CASE WILL DO THE
FOLLOWING AS EXPEDITIOUSLY AS IS COMMERCIALLY REASONABLE, BUT IN NO EVENT LATER
THAN THE DEADLINE, IF ANY, PRESCRIBED THEREFOR IN THIS AGREEMENT:
(A)
SUBJECT TO SECTION 1.1(E), THE COMPANY SHALL (I) PREPARE AND FILE
WITH THE COMMISSION THE REGISTRATION STATEMENT; (II) USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE SUCH FILED REGISTRATION STATEMENT TO BECOME AND TO REMAIN
EFFECTIVE (PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OR OTHERWISE);
(III) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO
THE REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE TIME
PERIOD PRESCRIBED BY SECTION 4.2 AND IN ORDER TO EFFECTUATE THE PURPOSE OF THIS
AGREEMENT, THE PURCHASE AGREEMENT, AND THE WARRANT; AND (IV) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE
DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING SUCH
PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE INVESTOR
SET FORTH IN SUCH REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL BE UNDER NO OBLIGATION TO SUPPLEMENT THE PROSPECTUS TO REFLECT THE
ISSUANCE OF ANY SHARES PURSUANT TO A DRAW DOWN AT ANY TIME PRIOR TO THE FIRST
TRADING DAY FOLLOWING THE SETTLEMENT DATE WITH RESPECT TO SUCH SHARES AND,
PROVIDED, FURTHER, THAT THE INVESTOR SHALL BE RESPONSIBLE FOR THE DELIVERY OF
THE PROSPECTUS TO THE PERSONS TO WHOM THE INVESTOR SELLS THE SHARES AND THE
WARRANT SHARES, AND THE INVESTOR AGREES TO DISPOSE OF REGISTRABLE SECURITIES IN
COMPLIANCE WITH THE PLAN OF DISTRIBUTION DESCRIBED
4
IN THE REGISTRATION STATEMENT AND OTHERWISE IN COMPLIANCE WITH APPLICABLE
FEDERAL AND STATE SECURITIES LAWS.
(B)
THE COMPANY SHALL DELIVER TO THE INVESTOR AND ITS COUNSEL, IN
ACCORDANCE WITH THE NOTICE PROVISIONS OF SECTION 4.8, SUCH NUMBER OF COPIES OF
THE REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (TO THE EXTENT
RELATED TO THE RESALE OF THE REGISTRABLE SECURITIES AND IN EACH SUCH CASE
INCLUDING ALL EXHIBITS THERETO), THE PROSPECTUS (INCLUDING EACH PRELIMINARY
PROSPECTUS, AND IN EACH CASE TO THE EXTENT RELATED TO THE RESALE OF THE
REGISTRABLE SECURITIES) AND SUCH OTHER DOCUMENTS OR INFORMATION AS THE INVESTOR
OR COUNSEL MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE