BE REQUIRED TO FILE A NEW REGISTRATION STATEMENT FOR SUCH EXCLUDED
SHARES IN ACCORDANCE WITH SECTION 3.2(B).
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE
EVENT RULE 415 IS NOT AVAILABLE TO THE COMPANY TO REGISTER THE RESALE OF SUCH
REGISTRABLE SECURITIES OR IF THE SHELF REGISTRATION STATEMENT IS NOT EFFECTIVE
OR IS OTHERWISE SUBJECT TO SUSPENSION FOR 20 OR MORE CONSECUTIVE TRADING DAYS OR
MORE THAN 60 TRADING DAYS, IN THE AGGREGATE, IN ANY 365 DAY PERIOD, THE
DESIGNATED HOLDERS MAY SUBMIT A WRITTEN REQUEST (A "DEMAND NOTICE") TO THE
COMPANY THAT THE COMPANY REGISTER ALL OR PART OF THE REGISTRABLE SECURITIES
UNDER AND IN ACCORDANCE WITH THE SECURITIES ACT WITH AN ANTICIPATED AGGREGATE
OFFERING PRICE OF AT LEAST $3,000,000 (A "DEMAND REGISTRATION"). SUCH DEMAND
NOTICE SHALL SPECIFY THE NUMBER AND DESCRIPTION OF REGISTRABLE SECURITIES TO BE
SOLD. UPON RECEIPT OF THE DEMAND NOTICE, THE COMPANY SHALL (I) WITHIN FIVE
BUSINESS DAYS AFTER RECEIPT OF SUCH DEMAND NOTICE, GIVE WRITTEN NOTICE OF THE
PROPOSED REGISTRATION TO ALL OTHER DESIGNATED HOLDERS; AND (II) AS SOON AS
PRACTICABLE, USE REASONABLE BEST EFFORTS TO EFFECT SUCH REGISTRATION AS MAY BE
SO REQUESTED AND AS WOULD PERMIT OR FACILITATE THE SALE AND DISTRIBUTION OF ALL
OR SUCH PORTION OF SUCH REGISTRABLE SECURITIES AS ARE SPECIFIED IN SUCH REQUEST,
TOGETHER WITH ALL OR SUCH PORTION OF THE REGISTRABLE SECURITIES OF ANY
DESIGNATED HOLDERS JOINING IN SUCH REQUEST AS ARE SPECIFIED IN WRITTEN REQUESTS
RECEIVED BY THE COMPANY WITHIN 20 BUSINESS DAYS AFTER THE DATE THE COMPANY MAILS
THE WRITTEN NOTICE REFERRED TO IN CLAUSE (I) ABOVE. THE COMPANY SHALL NOT BE
REQUIRED TO EFFECT OR TAKE ANY ACTION TO EFFECT A DEMAND REGISTRATION AFTER THE
COMPANY HAS EFFECTED TWO DEMAND REGISTRATIONS PURSUANT TO THIS SECTION 3.2(E).
SECTION 3.3 SHALL NOT APPLY WITH RESPECT TO DEMAND REGISTRATIONS.
7
3.3
EVENT PAYMENTS. SHOULD AN EVENT (AS DEFINED BELOW) OCCUR, THEN
UPON EACH MONTHLY ANNIVERSARY OF THE OCCURRENCE OF SUCH EVENT (AN "EVENT PAYMENT
DATE") UNTIL THE APPLICABLE EVENT IS CURED, AS RELIEF FOR THE DAMAGES SUFFERED
THEREFROM BY THE DESIGNATED HOLDERS (THE PARTIES HERETO AGREEING THAT THE
LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 3.3 CONSTITUTE A REASONABLE
ESTIMATE OF THE DAMAGES THAT MAY BE INCURRED BY THE DESIGNATED HOLDERS BY REASON
OF SUCH EVENT AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE EXCLUSIVE MONETARY
REMEDY FOR THE DESIGNATED HOLDERS FOR DAMAGES SUFFERED DUE TO SUCH EVENT), THE
COMPANY SHALL PAY TO EACH DESIGNATED HOLDER AN AMOUNT IN CASH, AS LIQUIDATED
DAMAGES AND NOT AS A PENALTY, EQUAL TO ONE-TWENTIETH OF A PERCENT (0.0005) OF
(I) THE NUMBER OF SEC APPROVED REGISTRABLE SECURITIES THEN HELD BY SUCH
DESIGNATED HOLDER AS OF THE DATE OF SUCH EVENT, MULTIPLIED BY (II) THE PURCHASE
PRICE PAID BY SUCH DESIGNATED HOLDER FOR SUCH SEC APPROVED REGISTRABLE
SECURITIES THEN HELD, FOR EACH DAY THAT SUCH EVENT CONTINUES, EXCLUDING THE DAY
ON WHICH SUCH EVENT HAS BEEN CURED. THE PAYMENTS TO WHICH A DESIGNATED HOLDER
SHALL BE ENTITLED PURSUANT