PROVISIONS CONTAINED HEREIN, ALL OF THE
REGISTRABLE SECURITIES CONSTITUTING THE SHARES OTHER THAN THE INITIAL SHARES ARE
NOT REGISTERED FOR RESALE PURSUANT TO ONE OR MORE EFFECTIVE REGISTRATION
STATEMENTS ON OR BEFORE MARCH 31, 2008, OR (VI) AFTER THE EFFECTIVENESS DATE OF
THE INITIAL REGISTRATION STATEMENT OR ANY OTHER REGISTRATION STATEMENT, SUCH
INITIAL REGISTRATION STATEMENT OR OTHER REGISTRATION STATEMENT CEASES FOR ANY
REASON TO REMAIN CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE SECURITIES
INCLUDED IN SUCH INITIAL REGISTRATION STATEMENT OR OTHER REGISTRATION STATEMENT,
AS APPLICABLE, OR THE HOLDERS ARE OTHERWISE NOT PERMITTED TO UTILIZE THE
PROSPECTUS THEREIN TO RESELL SUCH REGISTRABLE SECURITIES, FOR MORE THAN 10
CONSECUTIVE CALENDAR DAYS OR MORE THAN AN AGGREGATE OF 15 CALENDAR DAYS DURING
ANY 12-MONTH PERIOD (WHICH NEED NOT BE CONSECUTIVE CALENDAR DAYS) (ANY SUCH
FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT", AND FOR PURPOSES OF CLAUSE
(I), (IV) OR (V) THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR PURPOSES OF CLAUSE
(II) THE DATE ON WHICH SUCH 5 TRADING DAY PERIOD IS EXCEEDED, OR FOR PURPOSES OF
CLAUSE (III) THE DATE WHICH SUCH 10 CALENDAR DAY PERIOD IS EXCEEDED, OR FOR
PURPOSES OF CLAUSE (VI) THE DATE ON WHICH SUCH 10 OR 15 CALENDAR DAY PERIOD, AS
APPLICABLE, 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
SUCH EVENT DATE AND ON EACH MONTHLY ANNIVERSARY OF EACH SUCH EVENT DATE (IF THE
APPLICABLE EVENT SHALL
4
NOT HAVE BEEN CURED BY SUCH DATE) UNTIL THE APPLICABLE EVENT IS CURED, THE
COMPANY SHALL PAY TO EACH HOLDER AN AMOUNT IN CASH, AS PARTIAL LIQUIDATED
DAMAGES AND NOT AS A PENALTY, EQUAL TO 1% OF THE AGGREGATE PURCHASE PRICE PAID
BY SUCH HOLDER PURSUANT TO THE PURCHASE AGREEMENT FOR ANY REGISTRABLE SECURITIES
THEN HELD BY SUCH HOLDER (AS APPLICABLE UNDER CLAUSES (IV) AND (V)). THE PARTIES
AGREE THAT THE MAXIMUM AGGREGATE LIQUIDATED DAMAGES PAYABLE TO A HOLDER UNDER
THIS AGREEMENT SHALL BE TWENTY FOUR PERCENT (24%) OF THE AGGREGATE SUBSCRIPTION
AMOUNT PAID BY SUCH HOLDER PURSUANT TO THE PURCHASE AGREEMENT. IF THE COMPANY
FAILS TO PAY ANY PARTIAL LIQUIDATED DAMAGES PURSUANT TO THIS SECTION IN FULL
WITHIN SEVEN DAYS AFTER THE DATE PAYABLE, THE COMPANY WILL PAY INTEREST THEREON
AT A RATE OF 18% PER ANNUM (OR SUCH LESSER MAXIMUM AMOUNT THAT IS PERMITTED TO
BE PAID BY APPLICABLE LAW) TO THE HOLDER, ACCRUING DAILY FROM THE DATE SUCH
PARTIAL LIQUIDATED DAMAGES ARE DUE UNTIL SUCH AMOUNTS, PLUS ALL SUCH INTEREST
THEREON, ARE PAID IN FULL. 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.
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 AND NOT LESS THAN 1 TRADING DAY PRIOR TO THE FILING