OTHERWISE
DIRECTED BY THE PURCHASERS AND REASONABLY ACCEPTED BY THE COMPANY) A "PLAN OF
DISTRIBUTION" SUBSTANTIALLY TO THE EFFECT ATTACHED HERETO AS EXHIBIT D.
(B)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
CAUSE THE REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE COMMISSION AS
PROMPTLY AS POSSIBLE AFTER THE FILING THEREOF, BUT IN ANY EVENT PRIOR TO THE
REQUIRED EFFECTIVENESS DATE, AND SHALL USE ITS BEST EFFORTS TO KEEP THE
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE
SECOND ANNIVERSARY OF THE EFFECTIVE DATE OR SUCH EARLIER DATE WHEN ALL
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT HAVE CEASED TO BE
REGISTRABLE SECURITIES (THE "EFFECTIVENESS PERIOD").
(C)
THE COMPANY SHALL NOTIFY EACH PURCHASER IN
WRITING PROMPTLY (AND IN ANY EVENT WITHIN ONE BUSINESS DAY) AFTER RECEIVING
NOTIFICATION FROM THE COMMISSION THAT THE REGISTRATION STATEMENT HAS BEEN
DECLARED EFFECTIVE.
(D)
UPON THE OCCURRENCE OF ANY EVENT (AS DEFINED
BELOW) AND ON EVERY MONTHLY ANNIVERSARY THEREOF UNTIL THE APPLICABLE EVENT IS
CURED, AS PARTIAL RELIEF FOR THE DAMAGES SUFFERED THEREFROM BY THE PURCHASERS
(WHICH REMEDY SHALL NOT BE EXCLUSIVE OF ANY OTHER REMEDIES AVAILABLE UNDER THIS
AGREEMENT, AT LAW OR IN EQUITY), THE COMPANY SHALL PAY TO EACH PURCHASER AN
AMOUNT IN CASH, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, EQUAL TO 1.0% OF THE
AGGREGATE PURCHASE PRICE PAID BY SUCH PURCHASER HEREUNDER FOR THE FIRST MONTH
AND 1.5% FOR EACH MONTH THEREAFTER, PRORATED FOR ANY PARTIAL MONTH. THE PAYMENTS
TO WHICH A PURCHASER SHALL BE ENTITLED PURSUANT TO THIS SECTION 6.1(D) ARE
REFERRED TO HEREIN AS "EVENT PAYMENTS".
ANY EVENT PAYMENTS PAYABLE PURSUANT TO
THE TERMS HEREOF SHALL APPLY ON A PRO-RATA BASIS FOR ANY PORTION OF A MONTH
PRIOR TO THE CURE OF AN EVENT.
IN THE EVENT THE COMPANY FAILS TO MAKE EVENT
PAYMENTS IN A TIMELY MANNER, SUCH EVENT PAYMENTS SHALL BEAR INTEREST AT THE RATE
OF 1.5% PER MONTH (PRORATED FOR PARTIAL MONTHS) UNTIL PAID IN FULL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PROVISIONS OF THIS
SECTION 6.1(D) WILL ONLY APPLY TO A PURCHASER IF, AT THE TIME OF THE OCCURRENCE
OF ANY EVENT, SUCH PURCHASER HOLDS AT LEAST 25% OF THE NUMBER OF SHARES ISSUED
TO SUCH PURCHASER ON THE DATE HEREOF (THE "EVENT THRESHOLD").
FOR THE PURPOSES
OF CALCULATING THE EVENT THRESHOLD, A PURCHASER SHALL TAKE INTO ACCOUNT THE
AMOUNT OF SHARES HELD BY SUCH PURCHASER AND THE NUMBER OF ORDINARY SHARES
ISSUABLE UPON THE EXERCISE OF THE ADDITIONAL INVESTMENT RIGHT AND WARRANTS.
FOR SUCH PURPOSES, EACH OF THE FOLLOWING SHALL CONSTITUTE AN "EVENT":
(I)
THE REGISTRATION STATEMENT IS NOT FILED
ON OR PRIOR TO THE FILING DATE OR IS NOT DECLARED EFFECTIVE ON OR PRIOR TO THE
REQUIRED EFFECTIVENESS DATE; PROVIDED, HOWEVER, THAT FOR THE PURPOSES OF THE
EVENT PAYMENT UNDER THIS SECTION 6.1(D) ONLY, THE COMPANY SHALL HAVE AN
ADDITIONAL 30 DAYS TO CURE THE FAILURE TO DECLARE THE REGISTRATION STATEMENT
EFFECTIVE ON OR PRIOR TO THE REQUIRED EFFECTIVENESS DATE BEFORE SUCH EVENT
PAYMENT IS DUE TO THE