REGISTRABLE SECURITIES ELIGIBLE TO BE COVERED BY
THE REGISTRATION STATEMENT BY (II) 1.10.
THE CALCULATION SET FORTH IN THE
FOREGOING SENTENCE SHALL BE MADE WITHOUT REGARD TO ANY LIMITATIONS ON THE
CONVERSION OF THE PREFERRED SHARES OR THE EXERCISE OF THE WARRANTS AND SUCH
3
CALCULATION SHALL ASSUME THAT THE PREFERRED SHARES AND THE WARRANTS ARE THEN
CONVERTIBLE OR EXERCISABLE INTO, SHARES OF COMMON STOCK AND ASSUMING THE MAXIMUM
NUMBER OF CONVERSION SHARES OR WARRANT SHARES, AS THE CASE MAY BE, WILL BE
ISSUED, ASSUMING ALL OF THE PREFERRED SHARES AND WARRANTS REMAIN OUTSTANDING, AT
THE THEN PREVAILING CONVERSION PRICE (AS DEFINED IN THE CERTIFICATE OF
DESIGNATIONS) OR WARRANT EXERCISE PRICE (AS DEFINED IN THE WARRANTS), AS
APPLICABLE.
F.
EFFECT OF FAILURE TO FILE AND OBTAIN AND MAINTAIN EFFECTIVENESS OF
REGISTRATION STATEMENT.
IF (I) THE REGISTRATION STATEMENT COVERING ALL THE
REGISTRABLE SECURITIES AND REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO THIS
AGREEMENT IS NOT FILED ON OR PRIOR TO THE FILING DEADLINE, (II) SUCH A
REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE SEC ON OR BEFORE THE
EFFECTIVENESS DEADLINE OR (III) ON ANY DAY AFTER THE REGISTRATION STATEMENT HAS
BEEN DECLARED EFFECTIVE BY THE SEC SALES OF ALL THE REGISTRABLE SECURITIES
REQUIRED TO BE INCLUDED ON SUCH REGISTRATION STATEMENT CANNOT BE MADE (OTHER
THAN DURING AN ALLOWABLE GRACE PERIOD (AS DEFINED IN SECTION 3(R)) PURSUANT TO
THE REGISTRATION STATEMENT (INCLUDING, WITHOUT LIMITATION, BECAUSE OF A FAILURE
TO KEEP THE REGISTRATION STATEMENT EFFECTIVE, TO DISCLOSE SUCH INFORMATION AS IS
NECESSARY FOR SALES TO BE MADE PURSUANT TO THE REGISTRATION STATEMENT OR TO
REGISTER SUFFICIENT SHARES OF COMMON STOCK), THEN, AS PARTIAL RELIEF FOR THE
DAMAGES TO ANY HOLDER BY REASON OF ANY SUCH DELAY IN OR REDUCTION OF ITS ABILITY
TO SELL THE UNDERLYING SHARES OF COMMON STOCK (WHICH REMEDY SHALL NOT BE
EXCLUSIVE OF ANY OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY), THE COMPANY
SHALL PAY TO EACH HOLDER OF PREFERRED SHARES RELATING TO THE REGISTRATION
STATEMENT AN AMOUNT IN CASH PER SUCH PREFERRED SHARE HELD EQUAL TO THE PRODUCT
OF (I) $2.20 MULTIPLIED BY (II) 1.5% PER MONTH (PRORATED FOR PARTIAL MONTHS),
UNTIL THE APPLICABLE CIRCUMSTANCE SET FORTH IN CLAUSES (I), (II), OR (III) ABOVE
HAS BEEN REMEDIED.
THE PAYMENTS TO WHICH A HOLDER SHALL BE ENTITLED PURSUANT TO
THIS SECTION 2(F) ARE REFERRED TO HEREIN AS "REGISTRATION DELAY PAYMENTS."
REGISTRATION DELAY PAYMENTS SHALL BE PAID ON THE EARLIEST OF (I) THE LAST DAY OF
THE CALENDAR MONTH DURING WHICH SUCH REGISTRATION DELAY PAYMENTS ARE INCURRED,
(II) THE THIRD BUSINESS DAY AFTER THE EVENT OR FAILURE GIVING RISE TO THE
REGISTRATION DELAY PAYMENTS IS CURED, AND (III) UPON DEMAND BY THE BUYERS.
IN
THE EVENT THE COMPANY FAILS TO MAKE REGISTRATION DELAY PAYMENTS IN A TIMELY
MANNER, SUCH REGISTRATION DELAY PAYMENTS SHALL BEAR INTEREST AT THE RATE OF 1.5%
PER MONTH (PRORATED FOR PARTIAL MONTHS) UNTIL PAID IN FULL.
3.
RELATED OBLIGATIONS.
At such time as the Company is obligated to file a Registration