THE REQUIRED EFFECTIVE DATE WILL BE THE 120TH DAY AFTER THE
(I) CLOSING DATE, OR (II) WITH RESPECT TO THE REGISTRATION STATEMENT FOR THE
CONTINGENT WARRANT SHARES, THE TRIGGER DATE.
IN THE CASE OF AN SEC RESPONSE
DESCRIBED IN CLAUSE (A), THE COMPANY WILL, WITHIN 40 BUSINESS DAYS AFTER THE
DATE THE COMPANY RECEIVES SUCH SEC RESPONSE, FILE A REGISTRATION STATEMENT AS A
PRIMARY OFFERING.
THE COMPANY'S BEST EFFORTS WILL INCLUDE, BUT NOT BE LIMITED
TO, PROMPTLY RESPONDING TO ALL COMMENTS RECEIVED FROM THE STAFF OF THE SEC.
IF
THE COMPANY RECEIVES NOTIFICATION FROM THE SEC THAT ANY REGISTRATION STATEMENT
WILL RECEIVE NO ACTION OR REVIEW FROM THE SEC, THEN THE COMPANY WILL FILE WITH
THE SEC A REQUEST FOR ACCELERATION IN ACCORDANCE WITH RULE 461 PROMULGATED UNDER
THE SECURITIES ACT AND CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
WITHIN FIVE BUSINESS DAYS AFTER SUCH SEC NOTIFICATION.
ONCE A REGISTRATION
STATEMENT IS DECLARED EFFECTIVE BY THE SEC, THE COMPANY WILL CAUSE SUCH
REGISTRATION STATEMENT TO REMAIN EFFECTIVE THROUGHOUT THE REGISTRATION PERIOD,
EXCEPT AS PERMITTED UNDER SECTION 3.
ON THE DATE OF EACH MONTHLY ANNIVERSARY OF
THE DATE ON WHICH ANY BREACH OF SECTION 2.1 OR THIS SECTION 2.2 FIRST OCCURS
(INCLUDING FAILURE TO FILE A REGISTRATION STATEMENT OR TO CAUSE A REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE WITHIN THE TIME PERIODS SET FORTH HEREIN)
UNTIL THE APPLICABLE DEFAULT IS CURED (EACH A "PAYMENT DATE"), THE COMPANY SHALL
PAY TO EACH INVESTOR AS DAMAGES 1.5% OF THE PURCHASE PRICE PAID BY SUCH INVESTOR
PURSUANT TO THE PURCHASE AGREEMENT.
SUCH PAYMENT SHALL BE THE SOLE REMEDY TO
THE INVESTORS FOR THE COMPANY'S DEFAULT OF SECTION 2.1 OR THIS SECTION 2.2 AND
SHALL BE PAID IN CASH ON THE APPLICABLE PAYMENT DATE IN ACCORDANCE WITH PAYMENT
INSTRUCTIONS PROVIDED BY EACH INVESTOR.
IF THE COMPANY FAILS TO PAY ANY
LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 2.2 IN FULL WITHIN SEVEN DAYS AFTER
THE DATE PAYABLE, THE COMPANY WILL PAY INTEREST THEREON AT A RATE OF 10% PER
ANNUM (OR SUCH LESSER MAXIMUM AMOUNT THAT IS PERMITTED TO BE PAID BY APPLICABLE
LAW) TO EACH INVESTOR, ACCRUING DAILY FROM THE DATE SUCH LIQUIDATED DAMAGES ARE
DUE UNTIL SUCH AMOUNTS, PLUS ALL SUCH INTEREST THEREON, ARE PAID IN FULL.
2.3
PIGGYBACK REGISTRATIONS.
(A)
IF, AT ANY TIME PRIOR TO THE EXPIRATION OF
THE REGISTRATION PERIOD, A REGISTRATION STATEMENT CONTEMPLATED IN SECTION 2.1
ABOVE IS NOT DECLARED EFFECTIVE WITH RESPECT TO ALL OF THE REGISTRABLE
SECURITIES TO WHICH IT APPLIES AND THE COMPANY DECIDES TO REGISTER ANY OF ITS
SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHERS, THEN THE COMPANY
WILL PROMPTLY GIVE THE INVESTORS WRITTEN NOTICE THEREOF AND WILL USE ITS BEST
EFFORTS TO INCLUDE IN SUCH REGISTRATION ALL OR ANY PART OF THE REGISTRABLE
SECURITIES REQUESTED BY SUCH INVESTORS TO BE INCLUDED THEREIN (EXCLUDING ANY
REGISTRABLE SECURITIES PREVIOUSLY INCLUDED IN A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE AND HAS NOT BEEN WITHDRAWN).
THIS REQUIREMENT DOES NOT
APPLY TO COMPANY REGISTRATIONS ON