BY THE COMMISSION THAT
A REGISTRATION STATEMENT WILL NOT BE "REVIEWED," OR NOT SUBJECT TO FURTHER
REVIEW, OR (III) PRIOR TO ITS EFFECTIVENESS DATE, THE COMPANY FAILS TO FILE A
PRE-EFFECTIVE AMENDMENT AND OTHERWISE RESPOND IN WRITING TO COMMENTS MADE BY THE
COMMISSION IN RESPECT OF SUCH REGISTRATION STATEMENT WITHIN 10 TRADING DAYS
AFTER THE RECEIPT OF COMMENTS BY OR NOTICE FROM THE COMMISSION THAT SUCH
AMENDMENT IS REQUIRED IN ORDER FOR A REGISTRATION STATEMENT TO BE DECLARED
EFFECTIVE, OR (IV) A REGISTRATION STATEMENT FILED OR REQUIRED TO BE FILED
HEREUNDER IS NOT DECLARED EFFECTIVE BY THE COMMISSION BY ITS EFFECTIVENESS DATE,
OR (V) AFTER THE EFFECTIVENESS DATE, A REGISTRATION STATEMENT CEASES FOR ANY
REASON TO REMAIN CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE SECURITIES FOR
WHICH IT IS REQUIRED TO BE EFFECTIVE, OR THE HOLDERS ARE OTHERWISE NOT PERMITTED
TO UTILIZE THE PROSPECTUS THEREIN TO RESELL SUCH REGISTRABLE SECURITIES, FOR
MORE THAN 20 CONSECUTIVE CALENDAR DAYS OR MORE THAN AN AGGREGATE OF 30 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) OR (IV) 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 WHICH SUCH 10 TRADING DAY PERIOD IS EXCEEDED,
OR FOR PURPOSES OF CLAUSE (V) THE DATE ON WHICH SUCH 20 OR 30 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 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 (CALCULATED AS IF ALL
CONVERTIBLE SECURITIES HAD BEEN FULLY CONVERTED).
THE PARTIES AGREE THAT (1)
THE COMPANY SHALL NOT BE LIABLE FOR LIQUIDATED DAMAGES UNDER THIS AGREEMENT WITH
RESPECT TO ANY WARRANTS OR WARRANT SHARES, (2) IN NO EVENT SHALL THE COMPANY BE
LIABLE FOR LIQUIDATED DAMAGES UNDER THIS AGREEMENT IN EXCESS OF 1% OF THE
AGGREGATE SUBSCRIPTION AMOUNT OF THE HOLDERS IN ANY 30-DAY PERIOD AND (3) THE
MAXIMUM AGGREGATE LIQUIDATED DAMAGES PAYABLE TO A HOLDER UNDER THIS AGREEMENT
SHALL BE FIVE PERCENT (5%) 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