AND
THEREAFTER (PRO RATED FOR PERIODS TOTALING LESS THAN THIRTY DAYS) UNTIL SUCH
MAINTENANCE FAILURE IS CURED.
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
DATES SET FORTH ABOVE 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 AND ONE-HALF
PERCENT (1.5%) PER MONTH (PRORATED FOR PARTIAL MONTHS) UNTIL PAID IN FULL.
NOTWITHSTANDING ANYTHING HEREIN OR IN THE SECURITIES PURCHASE AGREEMENT TO THE
CONTRARY (I) NO REGISTRATION DELAY PAYMENTS SHALL BE DUE AND PAYABLE WITH
RESPECT TO THE WARRANTS OR THE WARRANT SHARES AND (II) 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:
A.
THE COMPANY SHALL PROMPTLY PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES 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 ANY SUCCESSOR THERETO) PROMULGATED UNDER
THE 1933 ACT 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.
THE TERM "REASONABLE BEST EFFORTS" SHALL MEAN, AMONG
OTHER THINGS, THAT THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN THREE (3)
BUSINESS DAYS AFTER THE LATER OF THE DATE THAT (I) THE COMPANY LEARNS THAT NO
REVIEW OF A PARTICULAR REGISTRATION STATEMENT WILL BE MADE BY THE STAFF OF THE
SEC OR THAT THE STAFF