IS ADVISED IN WRITING (THE "ADVICE") BY THE COMPANY THAT THE USE OF THE
PROSPECTUS MAY BE RESUMED, AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR
SUPPLEMENTAL FILINGS WHICH ARE INCORPORATED BY REFERENCE IN THE PROSPECTUS, AND,
IF SO DIRECTED BY THE COMPANY, SUCH HOLDER WILL DELIVER TO THE COMPANY ALL
COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN SUCH HOLDER'S POSSESSION, OF
THE PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF
RECEIPT OF SUCH NOTICE (ANY SUCH PERIOD DURING WHICH DISPOSITION OF REGISTRABLE
SECURITIES IS SUSPENDED, A "SUSPENSION PERIOD"); PROVIDED, HOWEVER, THAT THE
COMPANY MAY ONLY EXERCISE ITS RIGHTS UNDER THIS SECTION 2.6, CONSIDERED TOGETHER
WITH ANY BLACKOUT PERIOD, FOR NO MORE THAN ONE HUNDRED AND TWENTY (120) DAYS IN
THE AGGREGATE DURING ANY CALENDAR YEAR.
IN THE EVENT THE COMPANY SHALL GIVE ANY
SUCH NOTICE, THE TIME PERIOD REGARDING THE EFFECTIVENESS OF REGISTRATION
STATEMENTS SET FORTH IN SECTIONS 2.5(II) AND 2.5(III) HEREOF SHALL BE EXTENDED
BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE
GIVING OF THE SUSPENSION NOTICE TO AND INCLUDING THE DATE WHEN EACH SELLER OF
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT SHALL HAVE
RECEIVED THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS OR THE ADVICE.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS AND TAKE SUCH ACTIONS AS ARE
REASONABLY NECESSARY TO RENDER THE ADVICE AS PROMPTLY AS PRACTICABLE.
2.7.
REGISTRATION EXPENSES.
2.7.1
DEMAND REGISTRATIONS.
ALL REASONABLE, OUT-OF-POCKET FEES AND
EXPENSES INCIDENT TO ANY DEMAND REGISTRATION INCLUDING, WITHOUT LIMITATION, THE
COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH THIS ARTICLE 2, ALL REGISTRATION AND
FILING FEES, ALL FEES AND EXPENSES ASSOCIATED WITH FILINGS REQUIRED TO BE MADE
WITH THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA"), AS MAY BE REQUIRED
BY THE RULES AND REGULATIONS OF THE FINRA, FEES AND EXPENSES OF COMPLIANCE WITH
SECURITIES OR "BLUE SKY" LAWS (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF
COUNSEL IN CONNECTION WITH "BLUE SKY" QUALIFICATIONS OF THE REGISTRABLE
SECURITIES), RATING AGENCY FEES, PRINTING EXPENSES (INCLUDING EXPENSES OF
PRINTING CERTIFICATES FOR THE REGISTRABLE SECURITIES IN A FORM ELIGIBLE FOR
DEPOSIT WITH THE DEPOSITORY TRUST COMPANY AND OF PRINTING PROSPECTUSES IF THE
PRINTING OF PROSPECTUSES IS REQUESTED BY A HOLDER OF REGISTRABLE SECURITIES),
MESSENGER AND DELIVERY EXPENSES, THE FEES AND EXPENSES INCURRED IN CONNECTION
WITH ANY LISTING OR QUOTATION OF THE REGISTRABLE SECURITIES, FEES AND EXPENSES
OF COUNSEL FOR THE COMPANY AND ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(INCLUDING THE EXPENSES OF ANY SPECIAL AUDIT OR "COLD COMFORT" LETTERS REQUIRED
BY OR INCIDENT TO SUCH PERFORMANCE), AND THE FEES AND EXPENSES OF ANY SPECIAL
EXPERTS, INCLUDING MINING EXPERTS, RETAINED BY THE COMPANY IN CONNECTION WITH
SUCH REGISTRATION WILL BE BORNE BY RTEA AND/OR KMS AND THE COMPANY SUCH THAT
RTEA AND/OR KMS WILL BEAR SEVENTY-FIVE PERCENT (75%) AND THE COMPANY WILL BEAR
TWENTY-FIVE PERCENT (25%) OF SUCH FEES AND EXPENSES; PROVIDED, HOWEVER, THAT ANY
UNDERWRITING DISCOUNTS, COMMISSIONS OR FEES ATTRIBUTABLE TO THE SALE OF THE
REGISTRABLE SECURITIES WILL BE BORNE BY RTEA AND/OR KMS.
2.7.2
PIGGYBACK