SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE AS SOON AS POSSIBLE
THEREAFTER, BUT IN ANY EVENT PRIOR TO THE EFFECTIVENESS DATE THEREFOR. SUCH
REGISTRATION STATEMENT SHALL CONTAIN (EXCEPT IF OTHERWISE REQUIRED PURSUANT TO
WRITTEN COMMENTS RECEIVED FROM THE COMMISSION UPON A REVIEW OF SUCH REGISTRATION
STATEMENT) THE "PLAN OF DISTRIBUTION" ATTACHED HERETO AS ANNEX A. THE COMPANY
SHALL CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AS SOON AS POSSIBLE BUT, IN ANY EVENT, BY ITS EFFECTIVENESS DATE,
AND SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP SUCH REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT DURING THE ENTIRE EFFECTIVENESS
PERIOD. BY 5:00 P.M. (NEW YORK CITY TIME) ON THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT, THE COMPANY SHALL FILE WITH THE COMMISSION IN ACCORDANCE
WITH RULE 424 UNDER THE SECURITIES ACT THE FINAL PROSPECTUS TO BE USED IN
CONNECTION WITH SALES PURSUANT TO SUCH REGISTRATION STATEMENT (WHETHER OR NOT
SUCH FILING IS TECHNICALLY REQUIRED UNDER SUCH RULE).
(D)
IF: (I) A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE (IF THE COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING THE
HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY
SECTION 3(A) HEREOF, THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS
CLAUSE (I)), OR (II) A REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE
COMMISSION ON OR PRIOR TO ITS REQUIRED EFFECTIVENESS DATE, OR IF BY THE BUSINESS
DAY IMMEDIATELY FOLLOWING THE EFFECTIVE DATE THE COMPANY SHALL NOT HAVE FILED A
"FINAL" PROSPECTUS FOR THE REGISTRATION STATEMENT WITH THE COMMISSION UNDER
RULE 424(B) IN ACCORDANCE WITH SECTION 2(A), 2(B) OR 2(C) HEREIN, AS THE CASE
MAY BE (WHETHER OR NOT SUCH A PROSPECTUS IS TECHNICALLY REQUIRED BY SUCH RULE),
OR (III) AFTER ITS EFFECTIVE DATE, WITHOUT REGARD FOR THE REASON THEREUNDER OR
EFFORTS THEREFOR, SUCH REGISTRATION STATEMENT CEASES FOR ANY REASON TO BE
EFFECTIVE AND AVAILABLE TO THE HOLDERS AS TO ALL REGISTRABLE SECURITIES TO WHICH
IT IS REQUIRED TO COVER AT ANY TIME PRIOR TO THE EXPIRATION OF ITS EFFECTIVENESS
PERIOD FOR MORE THAN AN AGGREGATE OF 30 TRADING DAYS (WHICH NEED NOT BE
CONSECUTIVE) (ANY SUCH FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT," AND
FOR PURPOSES OF CLAUSES (I) OR (II) THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR
PURPOSES OF CLAUSE (III) THE DATE WHICH SUCH 30 TRADING DAY-PERIOD 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 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, AS PARTIAL LIQUIDATED DAMAGES AND NOT AS A
PENALTY, AN AMOUNT IN CASH EQUAL TO 1.0% OF THE AGGREGATE INVESTMENT AMOUNT PAID
BY SUCH HOLDER FOR SHARES PURSUANT TO THE PURCHASE AGREEMENT. THE PARTIES AGREE
THAT THE COMPANY WILL