PERIOD, OR (V) AFTER THE DATE SIX
MONTHS FOLLOWING THE CLOSING DATE, THE COMPANY FAILS TO FILE WITH THE SEC ANY
REQUIRED REPORTS UNDER SECTION 13 OR 15(D) OF THE 1934 ACT SUCH THAT IT IS NOT
IN COMPLIANCE WITH RULE 144(C)(1) AS A RESULT OF WHICH THE HOLDERS WHO ARE NOT
AFFILIATES ARE UNABLE TO SELL REGISTRABLE SECURITIES WITHOUT RESTRICTION UNDER
RULE 144 (OR ANY SUCCESSOR THERETO) (ANY SUCH FAILURE OR BREACH IN CLAUSES
(I) THROUGH (V) ABOVE BEING REFERRED TO AS AN "EVENT," AND, FOR PURPOSES OF
CLAUSES (I), (II) OR (V), THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR PURPOSES
OF CLAUSE (III), THE DATE ON WHICH SUCH 30 TRADING DAY PERIOD IS EXCEEDED, OR
FOR PURPOSES OF CLAUSE (IV) THE DATE ON WHICH SUCH ALLOWABLE GRACE PERIOD IS
EXCEEDED, BEING REFERRED TO AS AN "EVENT DATE"), THEN IN ADDITION TO ANY OTHER
RIGHTS THE HOLDERS MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW, 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 HOLDER AN AMOUNT IN CASH, AS
LIQUIDATED DAMAGES AND NOT AS A PENALTY ("LIQUIDATED DAMAGES"), EQUAL TO 2.0% OF
THE AGGREGATE PURCHASE PRICE PAID BY SUCH HOLDER PURSUANT TO THE PURCHASE
AGREEMENT FOR ANY REGISTRABLE SECURITIES HELD BY SUCH HOLDER ON THE EVENT DATE
(WHICH REMEDY SHALL BE EXCLUSIVE OF ANY OTHER REMEDIES AVAILABLE UNDER THIS
AGREEMENT OR UNDER APPLICABLE LAW).
THE PARTIES AGREE THAT (1) NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN OR IN THE PURCHASE AGREEMENT, NO LIQUIDATED
DAMAGES SHALL BE PAYABLE WITH RESPECT TO ANY PERIOD AFTER THE EXPIRATION OF THE
EFFECTIVENESS PERIOD (IT BEING UNDERSTOOD THAT THIS SENTENCE SHALL NOT RELIEVE
THE COMPANY OF ANY LIQUIDATED DAMAGES ACCRUING PRIOR TO THE EFFECTIVENESS
PERIOD), AND IN NO EVENT SHALL THE AGGREGATE AMOUNT OF LIQUIDATED DAMAGES
PAYABLE TO A HOLDER EXCEED, IN THE AGGREGATE, TWELVE PERCENT (12%) OF THE
AGGREGATE PURCHASE PRICE PAID BY SUCH HOLDER PURSUANT TO THE PURCHASE AGREEMENT
AND (2) IN NO EVENT SHALL THE COMPANY BE LIABLE IN ANY 30-DAY PERIOD FOR
LIQUIDATED DAMAGES UNDER THIS AGREEMENT IN EXCESS OF 2.0% OF THE AGGREGATE
PURCHASE PRICE PAID BY THE HOLDERS PURSUANT TO THE PURCHASE AGREEMENT.
IF THE
COMPANY FAILS TO PAY ANY LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 2(C) IN
FULL WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE PAYABLE, THE COMPANY WILL PAY
INTEREST THEREON AT A RATE OF 1.0% PER MONTH (OR SUCH LESSER MAXIMUM AMOUNT THAT
IS PERMITTED TO BE PAID BY APPLICABLE LAW) TO THE HOLDER, ACCRUING DAILY FROM
THE DATE SUCH LIQUIDATED DAMAGES ARE DUE UNTIL SUCH AMOUNTS, PLUS ALL SUCH
INTEREST THEREON, ARE PAID IN FULL.
THE LIQUIDATED DAMAGES PURSUANT TO THE
TERMS HEREOF SHALL APPLY ON A DAILY PRO-RATA BASIS FOR ANY PORTION OF A MONTH
PRIOR TO THE CURE OF AN EVENT, EXCEPT IN THE CASE OF THE FIRST EVENT DATE.