COVER AT LEAST
THE REQUIRED REGISTRATION AMOUNT AS OF THE TRADING DAY IMMEDIATELY PRECEDING THE
DATE OF THE FILING OF SUCH AMENDMENT OR NEW REGISTRATION STATEMENT, IN EACH
CASE, AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT LATER THAN THIRTY (30) DAYS
AFTER THE NECESSITY THEREFOR ARISES.
THE COMPANY SHALL USE ITS BEST EFFORTS TO
CAUSE SUCH AMENDMENT AND/OR NEW REGISTRATION STATEMENT TO BECOME EFFECTIVE AS
SOON AS PRACTICABLE FOLLOWING THE FILING THEREOF.
FOR PURPOSES OF THE FOREGOING
PROVISION, THE NUMBER OF SHARES AVAILABLE UNDER A REGISTRATION STATEMENT SHALL
BE DEEMED "INSUFFICIENT TO COVER ALL OF THE REGISTRABLE SECURITIES" IF AT ANY
TIME THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR RESALE UNDER THE
REGISTRATION STATEMENT IS LESS THAN THE PRODUCT DETERMINED BY MULTIPLYING (I)
THE REQUIRED REGISTRATION AMOUNT AS OF SUCH TIME BY (II) 0.90.
THE CALCULATION
SET FORTH IN THE FOREGOING SENTENCE SHALL BE MADE WITHOUT REGARD TO ANY
LIMITATIONS ON THE EXERCISE OF THE WARRANTS AND SUCH CALCULATION SHALL ASSUME
THAT THE WARRANTS ARE THEN EXERCISABLE FOR SHARES OF COMMON STOCK AT THE THEN
PREVAILING EXERCISE PRICE (AS DEFINED IN THE WARRANTS).
F.
EFFECT OF FAILURE TO FILE AND OBTAIN AND MAINTAIN EFFECTIVENESS
OF REGISTRATION STATEMENT.
SUBJECT TO SECTION 4(A), IF (I) A REGISTRATION
STATEMENT COVERING ALL OF THE REGISTRABLE SECURITIES REQUIRED TO BE COVERED
THEREBY AND REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO THIS AGREEMENT IS
(A) NOT FILED WITH THE SEC ON OR BEFORE THE RESPECTIVE FILING DEADLINE (A
"FILING FAILURE") OR (B) NOT DECLARED EFFECTIVE BY THE SEC ON OR BEFORE THE
RESPECTIVE EFFECTIVENESS DEADLINE (AN "EFFECTIVENESS FAILURE") OR (II) ON ANY
DAY AFTER THE EFFECTIVE DATE SALES OF ALL OF THE REGISTRABLE SECURITIES REQUIRED
TO BE INCLUDED ON SUCH REGISTRATION STATEMENT CANNOT BE MADE (OTHER THAN DURING
AN ALLOWABLE GRACE PERIOD (AS DEFINED IN SECTION 3(R)) PURSUANT TO SUCH
REGISTRATION STATEMENT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, BECAUSE OF A
FAILURE TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE, TO DISCLOSE SUCH
INFORMATION AS IS NECESSARY FOR SALES TO BE MADE PURSUANT TO SUCH REGISTRATION
STATEMENT, TO REGISTER A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK OR TO
MAINTAIN THE LISTING OF THE COMMON STOCK) (A "MAINTENANCE FAILURE") THEN, AS
PARTIAL RELIEF FOR THE DAMAGES TO ANY HOLDER BY REASON OF ANY SUCH DELAY IN OR
REDUCTION OF ITS ABILITY TO SELL THE UNDERLYING SHARES OF COMMON STOCK (WHICH
REMEDY SHALL NOT BE EXCLUSIVE OF ANY OTHER REMEDIES AVAILABLE AT LAW OR IN
EQUITY), THE COMPANY SHALL PAY TO EACH HOLDER OF REGISTRABLE SECURITIES RELATING
TO SUCH REGISTRATION STATEMENT AN AMOUNT IN CASH EQUAL TO ONE AND ONE-HALF
PERCENT (1.5%) OF THE AGGREGATE PURCHASE PRICE (AS SUCH TERM IS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT) OF SUCH INVESTOR'S COMMON SHARES RELATING TO THE
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT ON EACH OF THE
FOLLOWING DATES: (I) THE DAY OF A FILING FAILURE AND ON EVERY THIRTIETH DAY (PRO
RATED FOR PERIODS TOTALING LESS THAN THIRTY DAYS) AFTER A FILING FAILURE UNTIL