TO CONSTITUTE REGISTRABLE SECURITIES TO THE EXTENT SUCH HOLDER REASONABLY
DETERMINES THAT IT IS, OR UPON CONVERSION OF SUCH NOTES WOULD REASONABLY BE
EXPECTED TO BECOME, AN AFFILIATE (AS DEFINED UNDER RULE 144) OF THE COMPANY), IN
AN AMOUNT EQUAL TO 1.0% PER ANNUM OF THE PRINCIPAL AMOUNT OF SUCH NOTE AND,
WITHOUT DUPLICATION, (Y) IN RESPECT OF EACH SHARE OF COMMON STOCK ISSUED UPON
CONVERSION OF NOTES AND THAT IS A REGISTRABLE SECURITY, IN AN AMOUNT EQUAL TO
1.0% PER ANNUM OF THE QUOTIENT OF $1,000 DIVIDED BY THE NUMBER OF SHARES OF
COMMON STOCK ISSUED UPON CONVERSION OF SUCH NOTES; PROVIDED THAT (I) NO SPECIAL
INTEREST SHALL ACCRUE OR BE PAYABLE IN RESPECT OF THE ACQUISITION SHARES AND
(II) THE OBLIGATION TO PAY SPECIAL INTEREST IN RESPECT OF A DEMAND REGISTRATION
MAY BE WAIVED WITH RESPECT TO ALL REGISTRABLE SECURITIES COVERED THEREBY IN THE
SOLE DISCRETION OF THE APPLICABLE DEMANDING HOLDER.
SPECIAL INTEREST SHALL
ACCRUE FROM THE APPLICABLE REGISTRATION DEFAULT DATE UNTIL ALL REGISTRATION
DEFAULTS HAVE BEEN CURED AND SHALL BE PAYABLE QUARTERLY IN ARREARS ON EACH
JANUARY 1, APRIL 1, JULY 1 AND OCTOBER 1 FOLLOWING THE APPLICABLE REGISTRATION
DEFAULT DATE TO THE RECORD HOLDER OF THE APPLICABLE SECURITY ON THE DATE
6
THAT IS 15 DAYS PRIOR TO SUCH PAYMENT DATE, UNTIL PAID IN FULL.
SPECIAL
INTEREST PAYABLE IN RESPECT OF ANY REGISTRATION DEFAULT PERIOD SHALL BE COMPUTED
ON THE BASIS OF A 360-DAY YEAR CONSISTING OF TWELVE 30-DAY MONTHS.
SPECIAL
INTEREST SHALL BE PAYABLE ONLY WITH RESPECT TO A SINGLE REGISTRATION DEFAULT AT
ANY GIVEN TIME, NOTWITHSTANDING THE FACT THAT MULTIPLE REGISTRATION DEFAULTS MAY
HAVE OCCURRED AND BE CONTINUING.
(C)
THE COMPANY SHALL NOT BE REQUIRED TO EFFECT A DEMAND REGISTRATION
OF REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 2 (X) AT THE REQUEST OF
BOUNTY IF THE COMPANY HAS EFFECTED A TOTAL OF FOUR (4) DEMAND REGISTRATIONS AT
THE REQUEST OF BOUNTY, OR (Y) IN THE EVENT AN ADDITIONAL INVESTOR EXECUTES THIS
AGREEMENT AT CLOSING, AS PERMITTED BY BOUNTY IN ITS SOLE DISCRETION, (I) AT THE
REQUEST OF BOUNTY IF THE COMPANY HAS EFFECTED A TOTAL OF THREE (3) DEMAND
REGISTRATIONS AT THE REQUEST OF BOUNTY, AND (II) AT THE REQUEST OF SUCH
ADDITIONAL INVESTOR IF THE COMPANY HAS EFFECTED A TOTAL OF ONE (1) DEMAND
REGISTRATION AT THE REQUEST OF SUCH ADDITIONAL INVESTOR, IN EACH CASE IN
ACCORDANCE WITH THE TERMS OF THIS SECTION 2, AND EACH REGISTRATION STATEMENT
FILED UPON SUCH DEMAND REGISTRATION WAS DECLARED OR ORDERED EFFECTIVE BY THE
COMMISSION AND WAS MAINTAINED EFFECTIVE BY THE COMPANY THROUGHOUT THE
EFFECTIVENESS PERIOD AS REQUIRED BY SECTION 2(A); PROVIDED FURTHER THAT, FOR THE
AVOIDANCE OF DOUBT, ANY DEMAND REGISTRATION THAT IS DELAYED OR INTERRUPTED DUE
TO A SUSPENSION PERIOD, FOR WHICH DEMAND HAS BEEN WITHDRAWN IN ACCORDANCE WITH
SECTION 2(A), OR OTHERWISE NOT MAINTAINED AVAILABLE TO THE DEMANDING HOLDER AND
ELECTING HOLDERS (SUBJECT TO SECTION 2(D)) AT ALL TIMES THROUGH THE
EFFECTIVENESS PERIOD SHALL NOT CONSTITUTE ONE OF THE FOUR DEMAND REGISTRATIONS
PERMITTED