DAMAGES ARE DUE UNTIL SUCH AMOUNTS,
PLUS ALL SUCH INTEREST THEREON, ARE PAID IN FULL.
THE 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, EXCEPT IN THE CASE OF THE
FIRST EVENT DATE.
THE COMPANY SHALL NOT BE LIABLE FOR LIQUIDATED DAMAGES UNDER
THIS AGREEMENT AS TO ANY REGISTRABLE SECURITIES WHICH ARE NOT PERMITTED BY THE
COMMISSION TO BE INCLUDED IN A REGISTRATION STATEMENT DUE SOLELY TO SEC GUIDANCE
FROM THE TIME THAT IT IS DETERMINED THAT SUCH REGISTRABLE SECURITIES ARE NOT
PERMITTED TO BE REGISTERED UNTIL SUCH TIME AS THE PROVISIONS OF THIS AGREEMENT
AS TO THE REMAINDER REGISTRATION STATEMENTS REQUIRED TO BE FILED HEREUNDER ARE
TRIGGERED, IN WHICH CASE THE PROVISIONS OF THIS SECTION 2(C) SHALL ONCE AGAIN
APPLY.
IN SUCH CASE, THE LIQUIDATED DAMAGES SHALL BE CALCULATED TO ONLY APPLY
TO THE PERCENTAGE OF REGISTRABLE SECURITIES WHICH
6
ARE PERMITTED IN ACCORDANCE WITH SEC GUIDANCE TO BE INCLUDED IN SUCH
REGISTRATION STATEMENT.
THE COMPANY MAY REQUIRE, FROM TIME TO TIME, INFORMATION
BY A HOLDER THAT IS NECESSARY TO COMPLETE THE REGISTRATION STATEMENT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT.
IN THE EVENT OF THE
FAILURE BY SUCH HOLDER TO COMPLY WITH THE COMPANY'S REQUEST WITHIN FIFTEEN (15)
DAYS FROM THE DATE OF SUCH REQUEST, THE COMPANY SHALL BE PERMITTED TO EXCLUDE
SUCH HOLDER FROM A REGISTRATION STATEMENT, WITHOUT BEING SUBJECT TO THE PAYMENT
OF LIQUIDATED DAMAGES TO SUCH HOLDER. AT SUCH TIME THAT SUCH HOLDER COMPLIES
WITH THE COMPANY'S REQUEST THE COMPANY SHALL USE ITS BEST EFFORTS TO INCLUDE
SUCH HOLDER ON THE REGISTRATION STATEMENT.
(D)
EACH HOLDER AGREES TO FURNISH TO THE COMPANY A COMPLETED SELLING
STOCKHOLDER QUESTIONNAIRE NOT MORE THAN FIVE (5) TRADING DAYS FOLLOWING THE DATE
OF THIS AGREEMENT. AT LEAST TEN (10) TRADING DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF A REGISTRATION STATEMENT FOR ANY REGISTRATION UNDER THIS
AGREEMENT, THE COMPANY WILL NOTIFY EACH HOLDER OF THE INFORMATION THE COMPANY
REQUIRES FROM THAT HOLDER OTHER THAN THE INFORMATION CONTAINED IN THE SELLING
STOCKHOLDER QUESTIONNAIRE, IF ANY, WHICH SHALL BE COMPLETED AND DELIVERED TO THE
COMPANY PROMPTLY UPON REQUEST AND, IN ANY EVENT, WITHIN THREE (3) TRADING DAYS
PRIOR TO THE APPLICABLE ANTICIPATED FILING DATE.
EACH HOLDER FURTHER AGREES
THAT IT SHALL NOT BE ENTITLED TO BE NAMED AS A SELLING SECURITYHOLDER IN THE
REGISTRATION STATEMENT OR USE THE PROSPECTUS FOR OFFERS AND RESALES OF
REGISTRABLE SECURITIES AT ANY TIME, UNLESS SUCH HOLDER HAS RETURNED TO THE
COMPANY A COMPLETED AND SIGNED SELLING STOCKHOLDER QUESTIONNAIRE AND A RESPONSE
TO ANY REQUESTS FOR FURTHER INFORMATION AS DESCRIBED IN THE PREVIOUS SENTENCE.
IF A HOLDER OF REGISTRABLE SECURITIES RETURNS A SELLING STOCKHOLDER
QUESTIONNAIRE OR A REQUEST FOR FURTHER INFORMATION, IN EITHER CASE, AFTER ITS
RESPECTIVE DEADLINE, THE COMPANY SHALL USE ITS COMMERCIALLY BEST EFFORTS AT THE
EXPENSE OF THE HOLDER WHO FAILED TO RETURN THE SELLING STOCKHOLDER QUESTIONNAIRE
OR TO RESPOND FOR