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 12.
(F)
"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.
(G)
"REGISTER," "REGISTERED," AND "REGISTRATION"
REFER TO A REGISTRATION EFFECTED BY PREPARING AND FILING ONE OR MORE
REGISTRATION STATEMENTS IN COMPLIANCE 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 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.
(M)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF
1933, AS AMENDED.
2
2.
REQUEST FOR REGISTRATION.
(A)
IF THE COMPANY'S APPLICABLE REGISTRABLE
SECURITIES ARE ELIGIBLE FOR LISTING ON, AND APPROVED FOR LISTING BY, ANY
ELIGIBLE MARKET, AND IF THE COMPANY SHALL RECEIVE AT ANY TIME AFTER JUNE 1, 2010
A WRITTEN REQUEST FROM THE REQUIRED HOLDERS THAT THE COMPANY FILE A REGISTRATION
STATEMENT REGISTERING SHARES WITH AN AGGREGATE PUBLIC OFFERING PRICE THAT WOULD,
NET OF UNDERWRITING DISCOUNTS AND COMMISSIONS, EXCEED $10,000,000, THEN THE
COMPANY SHALL, WITHIN TEN (10) DAYS OF THE RECEIPT THEREOF, GIVE WRITTEN NOTICE
OF SUCH REQUEST TO ALL INVESTORS AND SHALL, SUBJECT TO THE LIMITATIONS OF
SUBSECTION 2(B), USE ITS COMMERCIALLY REASONABLE EFFORTS TO EFFECT AS SOON AS
PRACTICABLE, AND IN ANY EVENT WITHIN 60 DAYS OF THE RECEIPT OF SUCH REQUEST, THE
REGISTRATION UNDER THE SECURITIES ACT ON FORM S-1 (OR ANY COMPARABLE SUCCESSOR
FORM) OF ALL REGISTRABLE SECURITIES WHICH THE INVESTORS REQUEST TO BE
REGISTERED, AS SPECIFIED BY NOTICE GIVEN BY SUCH INVESTORS TO THE COMPANY WITHIN
TWENTY (20) DAYS OF THE MAILING OF SUCH NOTICE BY THE COMPANY IN ACCORDANCE WITH
SECTION 11.
(B)
IF THE INVESTORS INITIATING THE REGISTRATION
REQUEST HEREUNDER