Statement with
the SEC pursuant to Section 2(a) or 2(e), the Company will use its best efforts
to effect the registration of the Registrable Securities in accordance with the
intended method of disposition thereof and, pursuant thereto, the Company shall
have the following obligations:
A.
THE COMPANY SHALL PROMPTLY PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES (BUT IN NO EVENT LATER THAN
THE APPLICABLE FILING DEADLINE) AND USE ITS BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT RELATING TO THE REGISTRABLE SECURITIES TO BECOME
EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH FILING (BUT IN NO EVENT LATER THAN
THE EFFECTIVENESS DEADLINE).
THE COMPANY SHALL KEEP EACH REGISTRATION STATEMENT
EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE EARLIER OF (I) THE DATE AS
OF WHICH THE INVESTORS MAY SELL ALL OF THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT TO RULE 144(K) (OR
SUCCESSOR THERETO) PROMULGATED UNDER THE 1933
4
ACT OR (II) THE DATE ON WHICH THE INVESTORS SHALL HAVE SOLD ALL THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT (THE "REGISTRATION PERIOD"),
WHICH 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 THE LIGHT OF THE CIRCUMSTANCES IN
WHICH THEY WERE MADE, NOT MISLEADING.
THE TERM "BEST EFFORTS" SHALL MEAN, AMONG
OTHER THINGS, THAT THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN THREE (3)
BUSINESS DAYS AFTER THE COMPANY LEARNS THAT NO REVIEW OF A PARTICULAR
REGISTRATION STATEMENT WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF
HAS NO FURTHER COMMENTS ON THE REGISTRATION STATEMENT, AS THE CASE MAY BE, AND
THE APPROVAL OF LEGAL COUNSEL PURSUANT TO SECTION 3(C), A REQUEST FOR
ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND DATE
NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF SUCH REQUEST.
B.
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD AND REGISTER ANY
ADDITIONAL WARRANT SHARES ISSUED OR ISSUABLE UPON THE EXERCISE OF ADDITIONAL
WARRANTS, AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE 1933 ACT
WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY
COVERED BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH
REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN
SUCH REGISTRATION STATEMENT.
IN THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A
REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT