GIVING RISE TO SUCH REGISTRATON DELAY
PAYMENT OCCURRED AND ALL OTHER 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 ONE PERCENT
(1.0%) PER MONTH (PRORATED FOR PARTIAL MONTHS) UNTIL PAID IN FULL.
NOTWITHSTANDING ANYTHING HEREIN OR IN THE SECURITIES PURCHASE AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL THE AGGREGATE AMOUNT OF REGISTRATION DELAY PAYMENTS
(OTHER THAN REGISTRATION DELAY PAYMENTS PAYABLE PURSUANT TO EVENTS THAT ARE
WITHIN THE CONTROL OF THE COMPANY) EXCEED, IN THE AGGREGATE, 10% OF THE
AGGREGATE PURCHASE PRICE.
3.
RELATED OBLIGATIONS.
At such time as the Company is obligated to file a Registration Statement with
the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use its 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:
5
A.
THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN TWO (2) BUSINESS DAYS AFTER
THE COMPANY LEARNS THAT NO REVIEW OF A PARTICULAR REGISTRATION STATEMENT WILL BE
MADE BY THE STAFF OF THE SEC OR THAT THE STAFF HAS NO FURTHER COMMENTS ON A
PARTICULAR REGISTRATION STATEMENT, AS THE CASE MAY BE, A REQUEST FOR
ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND DATE
NOT LATER THAN TWO (2) BUSINESS DAYS AFTER THE SUBMISSION OF SUCH REQUEST.
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 ANY SUCCESSOR THERETO) PROMULGATED UNDER
THE 1933 ACT (WITHOUT CASHLESS EXERCISE OF THE NOTES OR WARRANTS, AS APPLICABLE)
OR (II) THE DATE ON WHICH THE INVESTORS SHALL HAVE SOLD ALL OF THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT (THE "REGISTRATION PERIOD").
THE COMPANY SHALL ENSURE THAT EACH 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 CASE OF PROSPECTUSES, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE) NOT MISLEADING.
B.
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE AT ALL TIMES