INFORMATION FROM THE INVESTOR AND SUBJECT TO SECTION 6.1(D), PREPARE AND FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), WITHIN FORTY-FIVE (45) DAYS
AFTER THE CLOSING DATE (THE "REQUIRED FILING DATE"), A REGISTRATION STATEMENT ON
FORM S-3 TO ENABLE THE RESALE OF THE REGISTRABLE SECURITIES BY THE INVESTOR FROM
TIME TO TIME ON A CONTINUOUS BASIS PURSUANT TO RULE 415 OF THE SECURITIES ACT
OR, ONLY IF THE COMPANY IS NOT ELIGIBLE TO USE FORM S-3, ON SUCH OTHER FORM
WHICH IS APPROPRIATE TO REGISTER SUCH REGISTRABLE SECURITIES FOR RESALE FROM
TIME TO TIME BY THE INVESTORS.
FOR PURPOSES OF THIS AGREEMENT, "REGISTRABLE
SECURITIES" MEANS (I) THE SHARES ISSUED PURSUANT TO THIS AGREEMENT; (II) THE
WARRANT SHARES; (III) FOR ANY INVESTOR WHICH, IMMEDIATELY FOLLOWING THE
COMPLETION OF THE OFFERING, TOGETHER WITH ITS AFFILIATES AND OTHER PERSONS OR
ENTITIES WHOSE BENEFICIAL OWNERSHIP OF COMMON STOCK WOULD BE AGGREGATED WITH THE
INVESTOR'S FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT, BENEFICIALLY OWNS
AT LEAST FIFTEEN PERCENT (15%) OF THE ISSUED AND OUTSTANDING SHARES OF COMMON
STOCK OF THE COMPANY (A "QUALIFIED INVESTOR") ALL SUCH SHARES OF COMMON STOCK
HELD BY SUCH QUALIFIED INVESTOR AND ITS AFFILIATES, AS SET FORTH IN PARAGRAPHS 1
AND 4 OF THE SECURITIES PURCHASE AGREEMENT TO WHICH THIS ANNEX I IS ATTACHED
(THE "CURRENT QUALIFIED SHARES"); (IV) ANY SHARES OF CAPITAL STOCK ISSUED OR
ISSUABLE AS A DIVIDEND ON OR IN EXCHANGE FOR OR OTHERWISE WITH RESPECT TO THE
FOREGOING, AND (V) ANY SECURITIES ISSUED OR ISSUABLE UPON ANY STOCK SPLIT,
DIVIDEND OR OTHER DISTRIBUTION, RECAPITALIZATION OR SIMILAR EVENT WITH RESPECT
TO THE FOREGOING;
(B)
USE ITS BEST EFFORTS, SUBJECT TO
RECEIPT OF NECESSARY INFORMATION FROM THE INVESTORS, TO CAUSE THE REGISTRATION
STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER THE REGISTRATION
STATEMENT IS FILED BY THE COMPANY, BUT IN ANY EVENT NO LATER THAN 4:00 P.M.
EASTERN TIME ON THE 60TH DAY AFTER THE CLOSING DATE, OR IF THE REGISTRATION
STATEMENT IS REVIEWED BY THE SEC, ON THE 120TH DAY AFTER THE CLOSING DATE (SUCH
DATE, AS APPLICABLE, THE "REQUIRED EFFECTIVE DATE").
EXCEPT AS PROVIDED IN
SECTION 6.1(D), IF THE REGISTRATION STATEMENT (I) HAS NOT BEEN FILED BY THE
REQUIRED FILING DATE OR (II) HAS NOT BEEN DECLARED EFFECTIVE BY THE SEC ON OR
BEFORE THE REQUIRED EFFECTIVE DATE, THE COMPANY SHALL, ON THE BUSINESS DAY
IMMEDIATELY FOLLOWING THE REQUIRED FILING DATE OR THE REQUIRED EFFECTIVE DATE,
AS THE CASE MAY BE, AND EACH 30TH DAY THEREAFTER, MAKE A PAYMENT TO THE INVESTOR
AS PARTIAL COMPENSATION FOR SUCH DELAY AND NOT AS A PENALTY (THE "LATE
REGISTRATION PAYMENTS") IN CASH EQUAL TO 1% OF THE PURCHASE PRICE PAID UNDER
THIS AGREEMENT FOR THE REGISTRABLE SECURITIES THAT ARE HELD BY SUCH INVESTOR
UNTIL THE REGISTRATION STATEMENT IS FILED OR DECLARED EFFECTIVE BY THE SEC, AS
THE CASE MAY BE; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE PAYMENTS MADE
PURSUANT TO THIS PARAGRAPH (B), IF ANY, EXCEED IN THE AGGREGATE 12% OF SUCH
PURCHASE PRICE PAID