HEREUNDER AND ANY ADDITIONAL REGISTRATION STATEMENTS
CONTEMPLATED BY SECTION 3(C), INCLUDING (IN EACH CASE) 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.
(J)
"RULE 415" MEANS RULE 415 PROMULGATED BY THE SEC PURSUANT TO THE
SECURITIES ACT, AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME, OR ANY SIMILAR
RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC
HAVING SUBSTANTIALLY THE SAME
PURPOSE AND EFFECT AS SUCH RULE.
2.
REGISTRATION.
(A)
THE OBLIGATIONS OF THE COMPANY HEREUNDER SHALL NOT COME INTO
EFFECT UNLESS AND UNTIL AN EVENT OF DEFAULT HAS OCCURRED.
AT ANY TIME AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE HOLDER SHALL HAVE THE RIGHT TO DELIVER TO
THE COMPANY A FILING NOTICE.
(B)
AFTER RECEIPT OF A VALID FILING NOTICE, THE COMPANY SHALL, ON OR
PRIOR TO EACH FILING DEADLINE, PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT ON FORM S-1 OR SB-2 (OR, IF THE COMPANY IS THEN ELIGIBLE, ON FORM S-3)
COVERING THE RESALE OF ALL OF THE REGISTRABLE SECURITIES.
THE REGISTRATION
STATEMENT PREPARED PURSUANT HERETO SHALL REGISTER FOR RESALE AT LEAST THE NUMBER
OF SHARES OF
COMMON STOCK EQUAL TO THE REQUIRED REGISTRATION AMOUNT AS OF DATE THE
REGISTRATION STATEMENT IS INITIALLY FILED WITH THE SEC.
THE REGISTRATION
STATEMENT SHALL CONTAIN THE "SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION"
SECTIONS IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A AND CONTAIN ALL
THE REQUIRED DISCLOSURES SET FORTH ON EXHIBIT B.
THE COMPANY SHALL USE ITS BEST
EFFORTS TO HAVE THE REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE SEC AS SOON
AS PRACTICABLE, BUT IN NO EVENT LATER THAN THE EFFECTIVENESS DEADLINE.
BY 9:30
AM ON THE DATE FOLLOWING THE DATE OF EFFECTIVENESS, THE COMPANY SHALL FILE WITH
THE SEC IN ACCORDANCE WITH RULE 424 UNDER THE 1933 ACT THE FINAL PROSPECTUS TO
BE USED IN CONNECTION WITH SALES PURSUANT TO SUCH REGISTRATION STATEMENT.
THE
COMPANY SHALL CAUSE THE REGISTRATION STATEMENT TO REMAIN EFFECTIVE UNTIL ALL OF
THE REGISTRABLE SECURITIES HAVE BEEN SOLD OR MAY BE SOLD WITHOUT VOLUME
RESTRICTIONS PURSUANT TO RULE 144(K), AS DETERMINED BY THE COUNSEL TO THE
COMPANY PURSUANT TO A WRITTEN OPINION LETTER TO SUCH EFFECT, ADDRESSED AND
ACCEPTABLE TO THE COMPANY'S TRANSFER AGENT AND THE AFFECTED HOLDERS
("REGISTRATION PERIOD").
PRIOR TO THE FILING OF THE REGISTRATION STATEMENT WITH
THE SEC, THE COMPANY SHALL FURNISH A DRAFT OF THE REGISTRATION STATEMENT TO THE
HOLDER FOR THEIR REVIEW AND COMMENT.
THE HOLDER SHALL FURNISH COMMENTS ON THE
REGISTRATION STATEMENT TO THE COMPANY WITHIN TWENTY-FOUR (24) HOURS OF THE
RECEIPT THEREOF FROM THE COMPANY.
(C)
FAILURE TO FILE OR OBTAIN EFFECTIVENESS OF THE REGISTRATION
STATEMENT.
IF: (I) A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE (IF THE COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING THE
HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY