CLOSING DATE.
G.
"INVESTOR" MEANS A BUYER OR ANY TRANSFEREE OR ASSIGNEE THEREOF TO
WHOM A BUYER ASSIGNS ITS RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO BECOME
BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 AND ANY
TRANSFEREE OR ASSIGNEE THEREOF TO WHOM A TRANSFEREE OR ASSIGNEE ASSIGNS ITS
RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO BECOME BOUND BY THE PROVISIONS OF
THIS AGREEMENT IN ACCORDANCE WITH SECTION 9.
H.
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
I.
"REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING ONE OR MORE REGISTRATION
STATEMENTS IN COMPLIANCE WITH THE 1933 ACT AND PURSUANT TO RULE 415 AND THE
DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT(S) BY
THE SEC.
J.
"REGISTRABLE SECURITIES" FOR THE REGISTRATION STATEMENT MEANS
(I) THE NOTES, (II) THE CONVERSION SHARES ISSUED OR ISSUABLE UPON CONVERSION OF
THE NOTES, AND (III)
ANY CAPITAL STOCK OF THE COMPANY ISSUED OR ISSUABLE, WITH
RESPECT TO THE NOTES OR THE CONVERSION SHARES AS A RESULT OF ANY STOCK SPLIT,
STOCK DIVIDEND, RECAPITALIZATION, EXCHANGE OR SIMILAR EVENT OR OTHERWISE,
WITHOUT REGARD TO ANY LIMITATIONS ON CONVERSION AND/OR REDEMPTION OF THE NOTES.
K.
"REGISTRATION STATEMENT" MEANS A REGISTRATION STATEMENT OR
REGISTRATION STATEMENTS OF THE COMPANY FILED UNDER THE 1933 ACT COVERING THE
REGISTRABLE SECURITIES.
L.
"REQUIRED HOLDERS" MEANS THE HOLDERS OF AT LEAST A MAJORITY OF
THE REGISTRABLE SECURITIES.
M.
"REQUIRED REGISTRATION AMOUNT" MEANS 130% OF THE SUM OF THE NUMBER
OF CONVERSION SHARES ISSUED AND ISSUABLE PURSUANT TO THE NOTES AS OF THE TRADING
DAY (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT) IMMEDIATELY PRECEDING THE
APPLICABLE DATE OF DETERMINATION.
N.
"RULE 415" MEANS RULE 415 PROMULGATED UNDER THE 1933 ACT OR ANY
SUCCESSOR RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS OR DELAYED
BASIS.
O.
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
2.
REGISTRATION.
A.
MANDATORY REGISTRATION.
THE COMPANY SHALL PREPARE, AND, AS SOON AS
PRACTICABLE, BUT IN NO EVENT LATER THAN THE FILING DEADLINE, FILE WITH THE SEC
THE REGISTRATION STATEMENT ON FORM S-3 COVERING THE RESALE OF ALL OF THE
REGISTRABLE SECURITIES.
IN THE EVENT THAT FORM S-3 IS UNAVAILABLE FOR SUCH A
REGISTRATION, THE COMPANY SHALL USE SUCH OTHER FORM AS IS AVAILABLE FOR SUCH A
REGISTRATION ON ANOTHER APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE REQUIRED
HOLDERS, SUBJECT TO THE PROVISIONS OF SECTION 2(D).
THE REGISTRATION STATEMENT
PREPARED PURSUANT HERETO SHALL REGISTER FOR RESALE THE NOTES AND AT LEAST THE
NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE REQUIRED REGISTRATION AMOUNT
DETERMINED AS OF THE DATE THE REGISTRATION STATEMENT IS INITIALLY FILED WITH THE
SEC.
THE REGISTRATION STATEMENT SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY
THE REQUIRED HOLDERS) THE "SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION"
SECTIONS IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B.
THE COMPANY
SHALL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS