SHALL PAY TO EACH HOLDER OF
COMMON SHARES RELATING TO SUCH REGISTRATION STATEMENT AN AMOUNT IN CASH PER SUCH
COMMON SHARE HELD EQUAL TO THE PRODUCT OF (I) $1.894 MULTIPLIED BY (II) THE
PRODUCT OF (I) .0005 MULTIPLIED BY (II) THE SUM OF (X) THE NUMBER OF DAYS AFTER
THE EFFECTIVENESS DEADLINE THAT THE REGISTRATION
3
STATEMENT IS NOT DECLARED EFFECTIVE BY THE SEC, PLUS (Y) THE NUMBER OF DAYS
AFTER THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC THAT
SUCH REGISTRATION STATEMENT IS NOT AVAILABLE (OTHER THAN DURING AN ALLOWABLE
GRACE PERIOD) FOR THE SALE OF AT LEAST ALL THE REGISTRABLE SECURITIES REQUIRED
TO BE INCLUDED ON SUCH REGISTRATION STATEMENT.
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
EARLIER OF (I) THE LAST DAY OF THE CALENDAR MONTH DURING WHICH SUCH REGISTRATION
DELAY PAYMENTS ARE INCURRED AND (II) THE THIRD BUSINESS DAY AFTER THE EVENT OR
FAILURE GIVING RISE TO THE REGISTRATION DELAY PAYMENTS IS CURED.
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 Statement with
the SEC pursuant to Section 2(a) or 2(e), the Company will use its reasonable
best efforts to effect the registration of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations:
A.
THE COMPANY SHALL PROMPTLY PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES (BUT IN NO EVENT LATER THAN
THE APPLICABLE FILING DEADLINE) AND USE ITS REASONABLE BEST EFFORTS TO CAUSE
SUCH REGISTRATION STATEMENT RELATING TO THE REGISTRABLE SECURITIES TO BECOME
EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH FILING (BUT IN NO EVENT LATER THAN
THE EFFECTIVENESS DEADLINE).
THE COMPANY SHALL KEEP EACH REGISTRATION STATEMENT
EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE EARLIER OF (I) THE DATE AS
OF WHICH THE INVESTORS MAY SELL ALL OF THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT TO RULE 144(K) (OR
SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT OR (II) THE DATE ON WHICH THE
INVESTORS SHALL HAVE SOLD ALL THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT (THE "REGISTRATION PERIOD"), WHICH REGISTRATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED
THEREIN) SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE,
NOT MISLEADING.
THE TERM "REASONABLE BEST EFFORTS" SHALL MEAN, AMONG OTHER
THINGS, THAT THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN TWO (2) BUSINESS DAYS
AFTER THE