RESERVED SHARES DESCRIBED IN SECTION 2.4 HEREOF) OR
(II) SHARES
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ISSUABLE ON CONVERSION OF UP TO $735,000 OF DEBT CURRENTLY OUTSTANDING PLUS
ACCRUED INTEREST THEREON.
7.
REGISTRATION RIGHTS.
7.1
MANDATORY REGISTRATION.
THE COMPANY SHALL
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT (THE "REGISTRATION
STATEMENT") ON AN APPROPRIATE FORM COVERING THE RESALE OF THE REGISTRABLE
SECURITIES BY THE PURCHASERS ON OR PRIOR TO THE 30TH DAY AFTER THE CLOSING DATE.
7.2
EXPENSES OF REGISTRATION.
ALL REGISTRATION
EXPENSES INCURRED IN CONNECTION WITH THE REGISTRATION SHALL BE BORNE BY THE
COMPANY.
UNLESS OTHERWISE STATED, ALL SELLING EXPENSES RELATING TO SECURITIES
REGISTERED ON BEHALF OF THE PURCHASER SHALL BE BORNE BY THE PURCHASER OF SUCH
SECURITIES PRO RATA ON THE BASIS OF THE NUMBER OF SHARES SO REGISTERED EXCEPT
THE LEGAL FEES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY HOLDER NOT REQUIRED TO
BE PAID BY THE COMPANY WHICH SHALL BE BORNE BY SUCH HOLDER.
7.3
REGISTRATION PROCEDURES.
AT ITS EXPENSE THE
COMPANY WILL:
(A)
PREPARE AND FILE WITH THE COMMISSION THE
REGISTRATION STATEMENT AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON AS POSSIBLE AFTER THE FILING
THEREOF, AND KEEP THE REGISTRATION STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT
ALL TIMES, SUBJECT TO SECTION 7.4, UNTIL SUCH DATE AS IS THE EARLIER OF (I) THE
DATE ON WHICH ALL REGISTRABLE SECURITIES HAVE BEEN SOLD BY EACH HOLDER, AND
(II) THE DATE ON WHICH THE REGISTRATION RIGHTS TERMINATE AS SET FORTH IN
SECTION 7.8;
(B)
PROMPTLY NOTIFY EACH HOLDER UPON THE
DECLARATION OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT AND PROMPTLY
FURNISH TO THE PURCHASERS PARTICIPATING IN SUCH REGISTRATION AND TO THE
UNDERWRITERS (IF ANY) OF THE SECURITIES BEING REGISTERED SUCH REASONABLE NUMBER
OF COPIES OF THE REGISTRATION STATEMENT, PRELIMINARY PROSPECTUS (AND ALL
REQUIRED AMENDMENTS AND SUPPLEMENTS TO ANY THEREOF), FINAL PROSPECTUS AND SUCH
OTHER DOCUMENTS AS SUCH PURCHASERS OR SUCH UNDERWRITERS MAY REASONABLY REQUEST
IN ORDER TO FACILITATE THE PUBLIC OFFERING OF SUCH SECURITIES;
(C)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
REGISTER OR QUALIFY SUCH REGISTRABLE SECURITIES UNDER SUCH OTHER APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS OF SUCH STATES AS ANY HOLDER OF REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT REASONABLY REQUESTS AS MAY BE
NECESSARY FOR THE MARKETABILITY OF THE REGISTRABLE SECURITIES AND DO ANY AND ALL
OTHER ACTS AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE
SUCH HOLDER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE
REGISTRABLE SECURITIES OWNED BY SUCH HOLDER; AND
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE ALL THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT TO BE
QUOTED ON SUCH PRINCIPAL SECURITIES MARKET ON WHICH SECURITIES OF THE SAME CLASS
ISSUED BY THE COMPANY ARE THEN LISTED OR TRADED.
7.4
SUSPENSION OF REGISTRATION.
THE COMPANY
SHALL PROMPTLY NOTIFY THE PURCHASERS OF (I) THE ISSUANCE BY THE COMMISSION OF A
STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE
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REGISTRATION STATEMENT, (II) THE HAPPENING OF ANY EVENT, OF WHICH THE COMPANY