THE COMMISSION THAT
A REGISTRATION STATEMENT WILL NOT BE "REVIEWED," OR IS NOT SUBJECT TO FURTHER
REVIEW, OR (III) [INTENTIONALLY DELETED], 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 25 CALENDAR
CONSECUTIVE DAYS BUT NO MORE THAN AN AGGREGATE OF 40 CALENDAR DAYS DURING ANY 12
MONTH PERIOD (WHICH NEED NOT BE CONSECUTIVE TRADING DAYS) (SUBJECT TO TOLLING
EXTENSION AS PROVIDED BY SECTION 3(K))(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 (V) THE DATE ON WHICH SUCH 25
OR 40 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, 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 2.0% 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 DAILY PRO-RATA
BASIS FOR ANY PORTION OF A MONTH PRIOR TO THE CURE OF AN EVENT.
3
3.
REGISTRATION PROCEDURES
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FIVE TRADING DAYS PRIOR TO
THE FILING OF THE REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO, THE COMPANY SHALL, (I) FURNISH TO THE HOLDERS
COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED (INCLUDING DOCUMENTS
INCORPORATED OR DEEMED INCORPORATED BY REFERENCE TO THE EXTENT REQUESTED BY SUCH
PERSON) WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF SUCH HOLDERS, AND (II)
CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND INDEPENDENT