EVENT
NO LATER THAN 90 DAYS FOLLOWING THE DEMAND DATE (THE "DEMAND EFFECTIVE DATE").
HOWEVER, SO LONG AS THE COMPANY HAS FILED THE REGISTRATION STATEMENT WITHIN 30
DAYS AFTER THE DEMAND DATE, (A) IF THE SEC TAKES THE POSITION THAT REGISTRATION
OF THE RESALE OF THE REGISTRABLE SECURITIES BY THE PURCHASERS IS NOT AVAILABLE
UNDER APPLICABLE LAWS, RULES AND REGULATIONS AND THAT THE COMPANY MUST REGISTER
THE OFFERING OF THE REGISTRABLE SECURITIES AS A PRIMARY OFFERING BY THE COMPANY,
OR (B) IF THE REGISTRATION STATEMENT RECEIVES SEC REVIEW, THEN THE DEMAND
EFFECTIVE DATE WILL BE THE 120TH DAY AFTER THE DEMAND DATE. IN THE CASE THE SEC
TAKES THE POSITION THAT RESALE REGISTRATION IS NOT AVAILABLE, 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, WITHOUT LIMITATION, PROMPTLY RESPONDING TO ALL COMMENTS RECEIVED
FROM THE STAFF OF THE SEC. IF THE COMPANY RECEIVES NOTIFICATION FROM THE SEC
THAT THE REGISTRATION STATEMENT WILL RECEIVE NO ACTION OR REVIEW FROM THE SEC,
THEN THE COMPANY WILL CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE
WITHIN FIVE BUSINESS DAYS AFTER SUCH SEC NOTIFICATION. ONCE THE REGISTRATION
STATEMENT IS DECLARED EFFECTIVE BY THE SEC, THE COMPANY WILL CAUSE THE
REGISTRATION STATEMENT TO REMAIN EFFECTIVE THROUGHOUT THE REGISTRATION PERIOD,
EXCEPT AS PERMITTED UNDER THIS SECTION. "REGISTRATION PERIOD" MEANS THE PERIOD
BETWEEN THE DEMAND DATE AND THE EARLIER OF THE DATE ON (I) WHICH (X) ALL OF THE
REGISTRABLE SECURITIES HAVE BEEN SOLD BY THE PURCHASERS PURSUANT TO A
REGISTRATION STATEMENT AND (Y) ARE FREELY TRADABLE UNDER THE SECURITIES ACT, OR
(II) ALL THE REGISTRABLE SECURITIES MAY BE IMMEDIATELY SOLD BY THE PURCHASERS
WITHOUT REGISTRATION AND WITHOUT RESTRICTION AS TO THE NUMBER OF REGISTRABLE
SECURITIES TO BE SOLD, PURSUANT TO RULE 144 OR OTHERWISE. ON THE DATE OF EACH
MONTHLY ANNIVERSARY OF THE DATE ON WHICH ANY BREACH OF THIS SECTION 6.02 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 ISSUE TO THE PURCHASERS AS DAMAGES ADDITIONAL SHARES OF THE
COMPANY'S COMMON STOCK EQUAL TO 2.0% OF THE AGGREGATE AMOUNT OF THE REGISTRABLE
SECURITIES, AND ALL SUCH SHARES SHALL BECOME REGISTRABLE SECURITIES; PROVIDED,
HOWEVER, THAT THE TOTAL NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK PAYABLE
PURSUANT TO THIS SECTION 6.02 TO ANY PURCHASER SHALL NOT EXCEED THE NUMBER OF
SHARES, LESS ONE SHARE, WHICH, IF ISSUED, WOULD HAVE, AT THE TIME OF THE CLOSING
DATE OR PAYMENT DATE, REQUIRED STOCKHOLDER APPROVAL OF SUCH ISSUANCE PURSUANT TO
SECTION 4350(I)(1)(D) OF THE NASDAQ MARKETPLACE RULES IF THE COMPANY IS THEN
SUBJECT TO SUCH RULE. IN THE EVENT THE NUMBER OF SHARES OF THE COMPANY'S COMMON
STOCK ISSUABLE UNDER THIS SECTION 6.02 IS RESTRICTED BY THE LIMITATIONS OF THE
PREVIOUS SENTENCE, THE COMPANY MAY WAIVE SUCH LIMITATION