TO AS AN "EVENT", AND FOR PURPOSES OF
CLAUSE (I) THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR PURPOSES OF CLAUSE
(II) THE DATE ON WHICH SUCH FIVE TRADING DAY PERIOD IS EXCEEDED, OR FOR PURPOSES
OF CLAUSE (III) THE DATE ON WHICH SUCH EVENT OCCURS, EXCEPT THAT IF THE
COMMISSION WILL NOT PERMIT ACCELERATION OR REQUESTS WITHDRAWAL AS A RESULT OF
THE ISSUANCE OF THE SECURITIES UNDER THE PURCHASE AGREEMENT OR THE FAILURE OF
ANY HOLDER TO COMPLY WITH THE PLAN OF DISTRIBUTION, THEN SUCH DATE SHALL BE 30
CALENDAR DAYS AFTER THE DATE SUCH EVENT OCCURS, OR FOR PURPOSES OF CLAUSE
(IV) THE DATE ON WHICH SUCH 15 OR 45 CALENDAR DAY PERIOD, AS APPLICABLE, IS
EXCEEDED, OR FOR PURPOSES OF CLAUSE (V) THE DATE ON WHICH SUCH 15 OR 45 CALENDAR
DAY PERIOD IS EXCEEDED BEING REFERRED TO AS "EVENT DATE"), THEN IN ADDITION TO
ANY OTHER RIGHTS THE HOLDERS MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW, ON EACH
MONTHLY ANNIVERSARY OF EACH SUCH EVENT DATE (IF THE APPLICABLE EVENT SHALL NOT
HAVE BEEN CURED BY SUCH DATE) UNTIL THE APPLICABLE EVENT IS CURED, THE COMPANY
SHALL PROMPTLY PAY TO EACH HOLDER AN AMOUNT IN CASH, AS PARTIAL LIQUIDATED
DAMAGES AND NOT AS A PENALTY, EQUAL TO 1.0% OF THE AGGREGATE PURCHASE PRICE PAID
BY SUCH HOLDER PURSUANT TO THE PURCHASE AGREEMENT OR THE WARRANT AGREEMENT, AS
THE CASE MAY BE, FOR ANY REGISTRABLE SECURITIES THEN HELD BY SUCH HOLDER (UP TO
A MAXIMUM OF 8% OF SUCH AGGREGATE PURCHASE OR EXERCISE PRICES), PROVIDED THAT
PARTIAL LIQUIDATED DAMAGES SHALL NOT BE PAID WITH RESPECT TO THOSE REGISTRABLE
SECURITIES WHICH CANNOT BE REGISTERED UNDER RULE 415 SOLELY AS A RESULT OF
ACTION BY THE COMMISSION.
THE PARTIAL LIQUIDATED DAMAGES PURSUANT TO THE TERMS
HEREOF SHALL APPLY ON A DAILY PRO-RATA BASIS FOR ANY PORTION OF A MONTH PRIOR TO
THE CURE OF AN EVENT.
NOTWITHSTANDING THE FOREGOING, NOTHING SHALL PRECLUDE ANY
HOLDER FROM PURSUING OR OBTAINING ANY AVAILABLE REMEDIES AT LAW, SPECIFIC
PERFORMANCE OR OTHER EQUITABLE REFIEF WITH RESPECT TO THIS SECTION 2(C) IN
ACCORDANCE WITH APPLICABLE LAW.
(D)
SUBJECT TO SECTION 4 BELOW, THE HOLDER SHALL
HAVE THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REVIEW AND OVERSEE ANY
REGISTRATION PURSUANT TO THIS SECTION 2 AND SECTION 8(E) ("LEGAL COUNSEL"),
WHICH SHALL BE GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP OR
SUCH OTHER COUNSEL AS THEREAFTER DESIGNATED BY THE HOLDER.
THE COMPANY AND
LEGAL COUNSEL SHALL REASONABLY COOPERATE WITH EACH OTHER IN PERFORMING THE
COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
3.
REGISTRATION PROCEDURES.
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FIVE TRADING DAYS PRIOR TO
THE FILING OF EACH REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO (INCLUDING ANY DOCUMENT THAT WOULD BE
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE), THE COMPANY
SHALL, (I) FURNISH TO EACH HOLDER AND LEGAL COUNSEL COPIES OF ALL SUCH DOCUMENTS
PROPOSED TO BE FILED, WHICH