TO THE 180TH DAY AFTER THE S-3 ELIGIBILITY DATE, ON THE DAY AFTER THE
HOLDERS HAVE RECEIVED NOTICE FROM THE COMPANY THAT THE SHELF REGISTRATION
STATEMENT IS DECLARED EFFECTIVE, OR (II) WITH RESPECT TO THE LIQUIDATED DAMAGES
FOR THE SUSPENSION OF EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT, ON THE
DAY AFTER THE HOLDERS HAVE RECEIVED NOTICE FROM THE COMPANY REGARDING THE
REINSTATEMENT OF EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT. LIQUIDATED
DAMAGES SHALL BE PAID TO THE HOLDERS BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE
FUNDS TO THE ACCOUNTS DESIGNATED BY THE HOLDERS WITHIN TWO BUSINESS DAYS OF THE
END OF EACH 30-DAY PERIOD. THE PARTIES HERETO AGREE THAT THE LIQUIDATED DAMAGES
PROVIDED FOR IN THIS SECTION 1.2(E) CONSTITUTE A REASONABLE ESTIMATE OF THE
DAMAGES THAT WILL BE SUFFERED BY THE HOLDERS BY REASON OF THE FAILURE OF THE
SHELF REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE AND/OR TO REMAIN
EFFECTIVE, AS THE CASE MAY BE, IN ACCORDANCE WITH THIS AGREEMENT. THE PARTIES
HERETO AGREE AND ACKNOWLEDGE THAT THE PAYMENT OF LIQUIDATED DAMAGES, PURSUANT TO
THIS SECTION 1.2(E), WILL BE THE HOLDERS' SOLE REMEDY FOR ANY BREACH BY THE
COMPANY OF A PROVISION FOR WHICH LIQUIDATED DAMAGES ARE AVAILABLE.
1.3
REGISTRATION PROCEDURES.
(A)
OBLIGATIONS OF THE COMPANY. IN CONNECTION
WITH ITS OBLIGATIONS UNDER SECTION 1.2 WITH RESPECT TO THE SHELF REGISTRATION
STATEMENT, THE COMPANY SHALL, AS EXPEDITIOUSLY AS PRACTICABLE:
(I)
PREPARE AND FILE WITH THE COMMISSION A
SHELF REGISTRATION STATEMENT AS PRESCRIBED BY SECTION 1.2(A) WITHIN THE RELEVANT
TIME PERIOD SPECIFIED IN SECTION 1.2(A) ON A FORM CHOSEN BY THE COMPANY, WHICH
FORM SHALL (A) BE AVAILABLE FOR THE SALE OF THE REGISTRABLE SECURITIES BY THE
SELLING HOLDERS THEREOF AND (B) COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE APPLICABLE FORM AND INCLUDE ALL FINANCIAL STATEMENTS
REQUIRED BY THE COMMISSION TO BE FILED THEREWITH; THE COMPANY SHALL USE ITS BEST
EFFORTS TO CAUSE SUCH SHELF REGISTRATION STATEMENT TO BECOME EFFECTIVE AND
REMAIN EFFECTIVE AND THE PROSPECTUS USABLE FOR RESALES IN ACCORDANCE WITH
SECTION 1.2, SUBJECT TO THE PROVISO CONTAINED IN SECTION 1.2(B); PROVIDED,
HOWEVER, THAT, BEFORE FILING ANY SHELF REGISTRATION STATEMENT OR PROSPECTUS OR
ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE COMPANY SHALL FURNISH TO AND AFFORD
THE HOLDERS OF THE REGISTRABLE SECURITIES COVERED BY SUCH SHELF REGISTRATION
STATEMENT AND THEIR COUNSEL A REASONABLE OPPORTUNITY TO REVIEW COPIES OF ALL
SUCH DOCUMENTS (INCLUDING COPIES OF ANY DOCUMENTS TO BE INCORPORATED BY
REFERENCE THEREIN AND ALL EXHIBITS THERETO) PROPOSED TO BE FILED; AND THE
COMPANY SHALL NOT FILE ANY SHELF REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO IN RESPECT OF WHICH THE HOLDERS MUST BE
AFFORDED AN OPPORTUNITY TO REVIEW PRIOR TO THE FILING OF SUCH DOCUMENT, OTHER
THAN FILINGS REQUIRED UNDER THE EXCHANGE ACT, IF THE HOLDERS OR THEIR COUNSEL
SHALL REASONABLY OBJECT IN A TIMELY MANNER; AND PROVIDED FURTHER, HOWEVER, THE
PLAN OF DISTRIBUTION DISCLOSED IN THE SHELF REGISTRATION STATEMENT SHALL BE
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A, WITH SUCH CHANGES AS