STOCK CERTIFICATE, AS THE
CASE MAY BE, TO SUCH HOLDER WITHOUT VIOLATING SECTION 5(B)(II).
IF THE COMPANY
FAILS TO PAY THE ADDITIONAL DAMAGES SET FORTH IN THIS SECTION 5(B)(V) WITHIN
FIVE (5) BUSINESS DAYS OF THE DATE INCURRED, THEN SUCH PAYMENT SHALL BEAR
INTEREST AT THE RATE OF 2.0% PER MONTH (PRO RATED FOR PARTIAL MONTHS) UNTIL SUCH
PAYMENTS ARE MADE.
THE TERM "CLOSING BID PRICE" SHALL MEAN, FOR ANY SECURITY AS
OF ANY DATE, THE LAST CLOSING BID PRICE OF SUCH SECURITY ON THE OTC BULLETIN
BOARD OR OTHER QUOTATION VENUE OR PRINCIPAL EXCHANGE ON WHICH SUCH SECURITY IS
TRADED AS REPORTED BY BLOOMBERG, OR, IF NO CLOSING BID PRICE IS REPORTED FOR
SUCH SECURITY BY BLOOMBERG, THE LAST CLOSING TRADE PRICE OF SUCH SECURITY AS
REPORTED BY BLOOMBERG, OR, IF NO LAST CLOSING TRADE PRICE IS REPORTED FOR SUCH
SECURITY BY BLOOMBERG, THE AVERAGE OF THE BID PRICES OF ANY MARKET MAKERS FOR
SUCH SECURITY AS REPORTED IN THE "PINK SHEETS" BY THE NATIONAL QUOTATION BUREAU,
INC.
IF THE CLOSING BID PRICE CANNOT BE CALCULATED FOR SUCH SECURITY ON SUCH
DATE ON ANY OF THE FOREGOING BASES, THE CLOSING BID PRICE OF SUCH SECURITY ON
SUCH DATE SHALL BE THE FAIR MARKET VALUE AS MUTUALLY DETERMINED BY THE COMPANY
AND THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF SERIES A PREFERRED
STOCK.
(VI)
BUY-IN RIGHTS.
IN ADDITION TO ANY OTHER RIGHTS AVAILABLE TO THE
HOLDERS OF SERIES A PREFERRED STOCK, IF THE COMPANY FAILS TO CAUSE ITS TRANSFER
AGENT TO TRANSMIT TO THE HOLDER A CERTIFICATE OR CERTIFICATES REPRESENTING THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE SERIES A PREFERRED STOCK
ON OR BEFORE THE DELIVERY DATE, AND IF AFTER SUCH DATE THE HOLDER IS REQUIRED BY
ITS BROKER TO PURCHASE (IN AN OPEN MARKET TRANSACTION OR OTHERWISE) SHARES OF
COMMON STOCK TO DELIVER IN SATISFACTION OF A SALE BY THE HOLDER OF THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK WHICH THE
HOLDER ANTICIPATED RECEIVING UPON SUCH CONVERSION (A "BUY-IN"), THEN THE COMPANY
SHALL (1) PAY IN CASH TO THE HOLDER THE AMOUNT BY WHICH (X) THE HOLDER'S TOTAL
PURCHASE PRICE (INCLUDING, WITHOUT LIMITATION, BROKERAGE COMMISSIONS, IF ANY)
FOR THE SHARES OF COMMON STOCK SO PURCHASED EXCEEDS (Y) THE AMOUNT OBTAINED BY
MULTIPLYING (A) THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
SERIES A PREFERRED STOCK THAT THE COMPANY WAS REQUIRED TO DELIVER TO THE HOLDER
IN CONNECTION WITH THE CONVERSION AT ISSUE TIMES (B) THE PRICE AT WHICH THE SELL
ORDER GIVING RISE TO SUCH PURCHASE OBLIGATION WAS EXECUTED, AND (2) AT THE
OPTION OF THE HOLDER, EITHER REINSTATE THE SHARES OF SERIES A PREFERRED STOCK
AND EQUIVALENT NUMBER OF SHARES OF COMMON STOCK FOR WHICH SUCH CONVERSION WAS
NOT HONORED OR DELIVER TO THE HOLDER THE NUMBER OF SHARES OF COMMON STOCK THAT
WOULD HAVE BEEN ISSUED HAD THE COMPANY TIMELY COMPLIED WITH ITS CONVERSION AND
DELIVERY OBLIGATIONS HEREUNDER.
FOR EXAMPLE, IF THE