REQUEST FOR ACCELERATION IN
ACCORDANCE WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT, WITHIN FIVE
TRADING DAYS OF THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY OR IN WRITING,
WHICHEVER IS EARLIER) BY THE COMMISSION THAT A REGISTRATION STATEMENT WILL NOT
BE "REVIEWED," OR IS NOT SUBJECT TO FURTHER REVIEW, OR (III) PRIOR TO THE DATE
WHEN SUCH REGISTRATION STATEMENT IS FIRST DECLARED EFFECTIVE BY THE COMMISSION,
THE COMPANY FAILS TO FILE A PRE-EFFECTIVE AMENDMENT AND OTHERWISE RESPOND IN
WRITING TO COMMENTS MADE BY THE COMMISSION IN RESPECT OF SUCH REGISTRATION
STATEMENT WITHIN 10 CALENDAR DAYS AFTER THE RECEIPT OF COMMENTS BY OR NOTICE
FROM THE COMMISSION THAT SUCH AMENDMENT IS REQUIRED IN ORDER FOR A REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE, OR (IV) A REGISTRATION STATEMENT FILED OR
REQUIRED TO BE FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY THE COMMISSION ON OR
BEFORE THE EFFECTIVENESS DATE, OR (V) AFTER A REGISTRATION STATEMENT IS FIRST
DECLARED EFFECTIVE BY THE COMMISSION, IT CEASES FOR ANY REASON TO REMAIN
CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE SECURITIES FOR WHICH IT IS REQUIRED
TO BE EFFECTIVE, OR THE HOLDERS ARE NOT PERMITTED TO UTILIZE THE PROSPECTUS
THEREIN TO RESELL SUCH REGISTRABLE SECURITIES, FOR IN ANY SUCH CASE 10
CONSECUTIVE CALENDAR DAYS BUT NO MORE THAN AN AGGREGATE OF 15 CALENDAR DAYS
DURING ANY 12 MONTH PERIOD (WHICH NEED NOT BE CONSECUTIVE TRADING DAYS) (ANY
SUCH FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT," AND FOR PURPOSES OF
CLAUSE (I) OR (IV) THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR PURPOSES OF
CLAUSE (II) THE DATE ON WHICH SUCH FIVE TRADING DAY PERIOD IS EXCEEDED, OR FOR
PURPOSES OF CLAUSE (III) THE DATE WHICH SUCH 10 CALENDAR DAY PERIOD IS EXCEEDED,
OR FOR PURPOSES OF CLAUSE (V) THE DATE ON WHICH SUCH 10 OR 15 CALENDAR DAY
PERIOD, AS APPLICABLE, IS EXCEEDED BEING REFERRED TO AS "EVENT DATE"), THEN IN
ADDITION TO ANY OTHER RIGHTS THE HOLDERS MAY HAVE HEREUNDER OR UNDER APPLICABLE
LAW, 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 HOLDER AN
AMOUNT IN CASH, AS PARTIAL LIQUIDATED DAMAGES AND NOT AS A PENALTY, EQUAL TO
1.5% OF THE AGGREGATE PURCHASE PRICE PAID BY SUCH HOLDER PURSUANT TO THE
PURCHASE AGREEMENT FOR ANY REGISTRABLE SECURITIES THEN HELD BY SUCH HOLDER.
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 BY APPLICABLE LAW) TO THE HOLDER, ACCRUING DAILY FROM THE
DATE SUCH PARTIAL LIQUIDATED DAMAGES ARE DUE UNTIL SUCH AMOUNTS, PLUS ALL SUCH
INTEREST THEREON, ARE PAID IN FULL.
THE PARTIAL LIQUIDATED DAMAGES PURSUANT TO
THE TERMS HEREOF SHALL APPLY ON A