ANY STOCK SPLIT,
STOCK DIVIDEND, RECAPITALIZATION, EXCHANGE OR SIMILAR EVENT OR OTHERWISE;
PROVIDED, HOWEVER, THAT ANY SUCH REGISTRABLE SECURITIES SHALL CEASE TO BE
REGISTRABLE SECURITIES WHEN (A) A REGISTRATION STATEMENT WITH RESPECT TO THE
SALE OF SUCH SECURITIES BECOMES EFFECTIVE UNDER THE 1933 ACT AND SUCH SECURITIES
ARE DISPOSED OF IN ACCORDANCE WITH SUCH REGISTRATION STATEMENT, OR (B) SUCH
SECURITIES ARE SOLD IN ACCORDANCE WITH RULE 144 (AS DEFINED IN SECTION 8).
P.
"REGISTRATION STATEMENT" MEANS THE REGISTRATION STATEMENT OF THE
COMPANY FILED WITH THE SEC UNDER THE 1933 ACT PURSUANT TO SECTION 2(A) HEREOF
COVERING THE REGISTRABLE SECURITIES.
Q.
"RULE 415" MEANS RULE 415 UNDER THE 1933 ACT OR ANY SUCCESSOR
RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS OR DELAYED BASIS.
R.
"SEC" MEANS THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY
SUCCESSOR THERETO.
S.
"TRADING DAY" MEANS ANY DAY ON WHICH THE COMMON STOCK IS TRADED
ON THE PRINCIPAL MARKET; PROVIDED THAT "TRADING DAY" SHALL NOT INCLUDE ANY DAY
ON WHICH THE COMMON STOCK IS SCHEDULED TO TRADE, OR ACTUALLY TRADES, ON THE
PRINCIPAL MARKET FOR LESS THAN 4.5 HOURS.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Securities Purchase Agreement.
2.
MANDATORY REGISTRATION.
A.
MANDATORY REGISTRATION.
THE COMPANY SHALL PREPARE AND FILE WITH
THE SEC A REGISTRATION STATEMENT ON FORM S-3 (SUBJECT TO SECTION 2(C)), COVERING
THE RESALE OF ALL OF THE REGISTRABLE SECURITIES NO LATER THAN THE INITIAL FILING
DEADLINE.
B.
FORM OF REGISTRATION. IN THE EVENT THAT FORM S-3 IS NOT AVAILABLE
FOR THE REGISTRATION OF THE RESALE OF THE REGISTRABLE SECURITIES HEREUNDER, THE
COMPANY SHALL (I) REGISTER THE REGISTRABLE SECURITIES ON FORM S-1 OR ANOTHER
APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE BUYER AND (II) UNDERTAKE TO
REGISTER SUCH REGISTRABLE SECURITIES ON FORM S-3 (BY POST-EFFECTIVE AMENDMENT TO
THE EXISTING REGISTRATION STATEMENT OR OTHERWISE) AS SOON AS SUCH FORM IS
AVAILABLE; PROVIDED THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A FORM S-3 COVERING THE
REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC.
C.
EFFECTIVENESS DEADLINE.
THE COMPANY SHALL USE ALL COMMERCIALLY
REASONABLE EFFORTS TO HAVE THE REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE
SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THE INITIAL EFFECTIVENESS
DEADLINE.
NOTWITHSTANDING THE FOREGOING, THE INITIAL EFFECTIVENESS DEADLINE
SHALL BE EXTENDED, WITHOUT LIABILITY, IN THE EVENT THAT THE COMPANY'S FAILURE TO
OBTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT ON A TIMELY BASIS RESULTS
FROM THE FAILURE OF A INVESTOR TO TIMELY PROVIDE THE COMPANY WITH INFORMATION
REQUESTED BY THE COMPANY AND NECESSARY TO COMPLETE THE REGISTRATION STATEMENT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT.
IN ADDITION, IN THE
EVENT THAT THE COMPANY'S FAILURE TO OBTAIN THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT ON A TIMELY BASIS RESULTS FROM EVENTS OR CIRCUMSTANCES THAT ARE BEYOND
THE REASONABLE CONTROL OF THE COMPANY, THE INITIAL EFFECTIVENESS DEADLINE SHALL
BE AUTOMATICALLY EXTENDED TO THE EARLIER OF (I) THE