TO THE EXTENT PERMITTED BY LAW THE
DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY THE
DISCLOSURE OF WHICH AT THE TIME IS NOT, IN THE GOOD FAITH OPINION OF THE
COMPANY, IN THE BEST INTERESTS OF THE COMPANY (AN "ALLOWED DELAY"); PROVIDED,
FURTHER, THAT AN ALLOWED DELAY SHALL NOT EXCEED 30 CONSECUTIVE DAYS IN ANY
365-DAY PERIOD, AND THERE SHALL BE NO MORE THAN TWO SUCH ALLOWED DELAY PERIODS.
THE COMPANY SHALL PROMPTLY NOTIFY THE PURCHASERS IN WRITING OF THE EXISTENCE OF
AN ALLOWED DELAY AND SHALL ADVISE THE PURCHASERS IN WRITING TO CEASE ALL SALES
UNDER THE REGISTRATION STATEMENT UNTIL THE END OF THE ALLOWED DELAY.
FAILURE OF REGISTRATION STATEMENT TO BECOME EFFECTIVE ON A TIMELY BASIS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, IN THE EVENT THAT THE
REGISTRATION STATEMENT IS NOT EFFECTIVE WITHIN NINETY (90) DAYS FROM THE INITIAL
CLOSING DATE (OR ONE HUNDRED AND TWENTY (120) DAYS IN THE EVENT OF A REVIEW OF
THE REGISTRATION STATEMENT BY THE COMMISSION), THE COMPANY SHALL PAY EACH
PURCHASER IN CASH AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AN AMOUNT EQUAL TO
ONE PERCENT (1%) OF THE AGGREGATE PURCHASE PRICE PAID BY EACH PURCHASER WITHIN
FIVE (5) DAYS OF THE EXPIRATION OF SUCH NINETY (90) OR ONE HUNDRED AND TWENTY
(120) DAY PERIOD, AS THE CASE MAY BE, AND AN ADDITIONAL ONE PERCENT (1%) THEREOF
UPON THE EXPIRATION OF EACH SUBSEQUENT THIRTY (30) DAY PERIOD OR PRO RATA FOR
ANY PORTION THEREOF UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE.
IN ADDITION, IN THE EVENT THAT AFTER A REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY THE COMMISSION, SALES CANNOT BE MADE PURSUANT TO SUCH REGISTRATION
STATEMENT FOR ANY REASON (INCLUDING WITHOUT LIMITATION BY REASON OF A STOP
ORDER, OR THE COMPANY'S FAILURE TO UPDATE THE REGISTRATION STATEMENT), BUT
EXCLUDING AS A RESULT OF AN ALLOWED DELAY, THE COMPANY WILL MAKE PRO RATA
PAYMENTS TO EACH PURCHASER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN AN
AMOUNT EQUAL TO ONE PERCENT (1%) OF THE AGGREGATE PURCHASE PRICE PAID BY EACH
PURCHASER FOR EACH 30-DAY PERIOD OR PRO RATA FOR ANY PORTION THEREOF FOLLOWING
THE DATE BY WHICH SUCH REGISTRATION STATEMENT SHOULD HAVE BEEN EFFECTIVE (THE
"BLACKOUT PERIOD").
THE AMOUNTS PAYABLE AS LIQUIDATED DAMAGES PURSUANT TO THIS
PARAGRAPH SHALL BE PAID MONTHLY WITHIN THREE (3) BUSINESS DAYS OF THE LAST DAY
OF EACH MONTH FOLLOWING THE COMMENCEMENT OF THE BLACKOUT PERIOD UNTIL THE
TERMINATION OF THE BLACKOUT PERIOD.
SUCH PAYMENTS SHALL BE MADE TO EACH
PURCHASER IN CASH.
INDEMNIFICATION.
THE COMPANY WILL INDEMNIFY AND HOLD HARMLESS EACH HOLDER AND RICE VOELKER, EACH
OF THEIR RESPECTIVE OFFICERS AND DIRECTORS, TRUSTEES, MEMBERS, EMPLOYEES AND
PARTNERS, AND EACH PERSON CONTROLLING SUCH HOLDER WITHIN THE MEANING OF SECTION
15 OF THE SECURITIES ACT, WITH RESPECT TO WHICH REGISTRATION HAS BEEN EFFECTED
PURSUANT TO THIS SECTION 7 AND EACH UNDERWRITER, IF ANY, AND EACH PERSON WHO
CONTROLS ANY UNDERWRITER WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT,
AGAINST ALL EXPENSES, CLAIMS,