WITH THE SECURITIES ACT AND PURSUANT TO RULE 415 AND THE DECLARATION
OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT(S) BY THE SEC (AS
DEFINED BELOW).
(H) "REGISTRABLE SECURITIES" MEANS (I) THE COMMON SHARES, (II) THE CONVERSION
SHARES ISSUED OR ISSUABLE UPON CONVERSION OF THE CONVERTIBLE NOTES, (III) THE
WARRANT SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THE WARRANTS AND (IV) ANY
SHARE CAPITAL OF THE COMPANY ISSUED OR ISSUABLE WITH RESPECT TO THE COMMON
SHARES, CONVERSION SHARES OR THE WARRANT SHARES AS A RESULT OF ANY STOCK SPLIT,
STOCK DIVIDEND, RECAPITALIZATION, EXCHANGE OR SIMILAR EVENT OR OTHERWISE,
WITHOUT REGARD TO ANY LIMITATIONS ON CONVERSIONS OF THE CONVERTIBLE NOTES OR
EXERCISES OF THE WARRANTS; PROVIDED THAT, SUCH SHARES WILL NOT BE DEEMED TO BE
"REGISTRABLE SECURITIES" IF SUCH SHARES ARE SOLD OR SELLABLE UNDER RULE 144
WITHOUT RESTRICTION OF THE VOLUME LIMITATIONS OF RULE 144(E).
(I) "REGISTRATION STATEMENT" MEANS A REGISTRATION STATEMENT OR REGISTRATION
STATEMENTS OF THE COMPANY FILED UNDER THE SECURITIES ACT COVERING THE
REGISTRABLE SECURITIES.
(J) "REQUIRED HOLDERS" MEANS THE HOLDERS OF AT LEAST A MAJORITY OF THE
OUTSTANDING REGISTRABLE SECURITIES.
(K) "RULE 415" MEANS RULE 415 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS OR DELAYED BASIS.
(L) "SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
2. REGISTRATION.
(A) MANDATORY REGISTRATION. THE COMPANY SHALL PREPARE AND, AS SOON AS REASONABLY
PRACTICABLE, 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 SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY THE
REQUIRED HOLDERS) "SELLING SHAREHOLDERS" AND "PLAN OF DISTRIBUTION" SECTIONS TO
BE MUTUALLY AGREED UPON BY THE COMPANY AND THE REQUIRED HOLDERS. THE COMPANY
SHALL USE REASONABLE COMMERCIAL EFFORTS TO HAVE THE REGISTRATION STATEMENT
DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN
THE EFFECTIVENESS DEADLINE.
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(B) LEGAL COUNSEL. SUBJECT TO SECTION 5 HEREOF, THE REQUIRED HOLDERS SHALL HAVE
THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REVIEW AND OVERSEE ANY REGISTRATION
PURSUANT TO THIS SECTION 2 ("LEGAL COUNSEL"), WHICH SHALL BE BROWN RAYSMAN
MILLSTEIN FELDER & STEINER LLP OR SUCH OTHER COUNSEL AS THEREAFTER DESIGNATED BY
THE REQUIRED HOLDERS. THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY COOPERATE
WITH EACH OTHER IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
(C) INELIGIBILITY FOR FORM S-3. IN THE EVENT THAT FORM S-3 IS NOT AVAILABLE FOR
THE REGISTRATION OF THE RESALE OF REGISTRABLE SECURITIES HEREUNDER, THE COMPANY
SHALL (I) REGISTER THE RESALE OF THE REGISTRABLE SECURITIES ON ANOTHER
APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE REQUIRED HOLDERS AND
(II) UNDERTAKE TO REGISTER THE REGISTRABLE SECURITIES ON FORM S-3 AS SOON AS
EITHER SUCH FORM IS AVAILABLE, PROVIDED THAT THE COMPANY SHALL