AND NOT MORE THAN NINETY (90) BUSINESS DAYS DURING ANY
CONSECUTIVE TWELVE (12) MONTH PERIOD.
DURING THE SUSPENSION PERIOD, THE
INVESTORS SHALL NOT OFFER OR SELL ANY REGISTRABLE SHARES PURSUANT TO OR IN
RELIANCE UPON A REGISTRATION STATEMENT (OR THE PROSPECTUS RELATING THERETO).
THE COMPANY AGREES THAT, AS PROMPTLY AS POSSIBLE, BUT IN NO EVENT LATER THAN ONE
(1) BUSINESS DAY, AFTER THE CONSUMMATION, ABANDONMENT OR PUBLIC DISCLOSURE OF
THE EVENT OR TRANSACTION THAT CAUSED THE COMPANY TO SUSPEND THE USE OF OR DELAY
THE FILING OF A REGISTRATION STATEMENT (AND THE PROSPECTUS RELATING THERETO)
PURSUANT TO THIS SECTION 2(B), THE COMPANY WILL AS PROMPTLY AS POSSIBLE LIFT ANY
SUSPENSION, PROVIDE THE INVESTORS WITH REVISED PROSPECTUSES, IF REQUIRED, AND
WILL NOTIFY THE INVESTORS OF THEIR ABILITY TO EFFECT OFFERS OR SALES OF
REGISTRABLE SHARES PURSUANT TO OR IN RELIANCE UPON THE REGISTRATION STATEMENT.
(C)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE
COMPANY TO REGISTER THE REGISTRABLE SHARES FOR THE ACCOUNT OF AN INVESTOR
PURSUANT TO THIS SECTION 2 OR SECTION 3 THAT SUCH INVESTOR FURNISH TO THE
COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SHARES HELD BY IT,
AND THE METHOD OF DISPOSITION OF SUCH SECURITIES AS SHALL BE REASONABLY REQUIRED
TO EFFECT THE REGISTRATION OF SUCH INVESTOR'S REGISTRABLE SHARES.
3
(D)
IF (I) THE MANDATORY REGISTRATION STATEMENT IS NOT FILED ON OR
PRIOR TO THE MANDATORY FILING DATE, OR (II) THE MANDATORY REGISTRATION STATEMENT
FILED OR REQUIRED TO BE FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY THE
COMMISSION BY THE MANDATORY EFFECTIVE DATE (ANY SUCH FAILURE OR BREACH BEING
REFERRED TO AS AN "EVENT", AND FOR PURPOSES OF CLAUSE (I) OR (II) THE DATE ON
WHICH SUCH EVENT OCCURS, REFERRED TO AS "EVENT DATE"), THEN 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 INVESTOR AN AMOUNT IN CASH, AS LIQUIDATED
DAMAGES AND NOT AS A PENALTY, EQUAL TO 1% OF THE AGGREGATE PURCHASE PRICE PAID
BY SUCH INVESTOR PURSUANT TO THE SECURITIES PURCHASE AGREEMENT FOR ANY
REGISTRABLE SHARES THEN HELD BY SUCH INVESTOR ASSUMING FOR SUCH PURPOSES THAT
SUCH CALCULATION IS BASED ON A FULLY CONVERTED BASIS.
THE PARTIES AGREE THAT
(1) IN NO EVENT WILL THE COMPANY BE LIABLE FOR LIQUIDATED DAMAGES UNDER THIS
AGREEMENT IN EXCESS OF 1% OF THE AGGREGATE PURCHASE PRICE OF THE INVESTORS IN
ANY 30-DAY PERIOD AND (2) THE MAXIMUM AGGREGATE LIQUIDATED DAMAGES PAYABLE TO AN
INVESTOR UNDER THIS AGREEMENT SHALL BE TWELVE PERCENT (12%) OF THE AGGREGATE
PURCHASE PRICE PAID BY SUCH INVESTOR PURSUANT TO THE SECURITIES 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 TO BE PAID