EFFORTS TO FILE A
FORM S-3 REGISTRATION STATEMENT (OR SUCH OTHER FORM THAT IT IS ELIGIBLE TO USE)
IN ORDER TO REGISTER
19
the Securities
(the "Registrable Securities") for resale and distribution under
the Securities Act with the SEC by January
, 2004
(the "Filing Date"), and
use its reasonable commercial efforts to cause such registration statement to be
declared effective within 90 days of the Filing Date (the "Effective Date").
The Company will register (a sufficient number of shares of Common Stock to
cover full conversion of the Preferred Stock and the Warrant)
shares of Common Stock in the aforedescribed registration
statement.
The Registrable Securities shall be reserved and set aside
exclusively for the benefit of the Purchaser and the holders of the Warrant, as
the case may be, and not issued, employed or reserved for anyone other than the
Purchaser and the holders of the Warrant.
If the closing price of the Common
Stock is less than $3.00 per share for five (5) consecutive trading days prior
to the Effective Date, then such registration statement will be promptly amended
or additional registration statements will be promptly filed by the Company as
necessary to register additional shares of Common Stock of the Company to allow
the public resale of all Common Stock included in and issuable by virtue of the
Registrable Securities.
No securities of the Company other than the Registrable
Securities will be included in the registration statement described in this
Section 9.1(a).
9.2
REGISTRATION PROCEDURES. IF AND WHENEVER THE COMPANY IS REQUIRED BY
THE PROVISIONS HEREOF TO EFFECT THE REGISTRATION OF ANY SHARES OF REGISTRABLE
SECURITIES UNDER THE SECURITIES ACT, THE COMPANY WILL, AS EXPEDITIOUSLY AS
POSSIBLE:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES AND USE ITS BEST EFFORTS TO CAUSE SUCH REGISTRATION
STATEMENT TO BECOME AND REMAIN EFFECTIVE FOR THE PERIOD OF THE DISTRIBUTION
CONTEMPLATED THEREBY (DETERMINED AS HEREIN PROVIDED), AND PROMPTLY PROVIDE TO
THE HOLDERS OF REGISTRABLE SECURITIES COPIES OF ALL FILINGS AND SEC LETTERS OF
COMMENT;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL THE LATER
OF: (I) SIX MONTHS AFTER THE LATEST EXERCISE PERIOD OF THE WARRANTS; OR (II)
FOUR YEARS AFTER THE CLOSING DATE, AND COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL OF THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT IN ACCORDANCE WITH THE
SELLER'S INTENDED METHOD OF DISPOSITION SET FORTH IN SUCH REGISTRATION STATEMENT
FOR SUCH PERIOD;
(C)
FURNISH TO THE SELLER, AND TO EACH UNDERWRITER IF ANY, SUCH NUMBER
OF COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN
(INCLUDING EACH PRELIMINARY PROSPECTUS) AS SUCH PERSONS REASONABLY MAY REQUEST
TO FACILITATE THE PUBLIC SALE OR THEIR DISPOSITION OF THE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT;
(D)
USE ITS BEST EFFORTS TO REGISTER OR QUALIFY THE SELLER'S