THREE (3)
TRADING DAYS (WHICH NEED NOT BE CONSECUTIVE TRADING DAYS); OR (E) THE EXERCISE
RIGHTS OF THE HOLDERS PURSUANT TO THE WARRANTS ARE SUSPENDED FOR ANY REASON (ANY
SUCH FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT," AND FOR PURPOSES OF
CLAUSE (A), (B) OR (E) THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR PURPOSES OF
CLAUSE (C) THE DATE WHICH SUCH FIFTEEN (15) TRADING DAY-PERIOD IS EXCEEDED, OR
FOR PURPOSES OF CLAUSE (D) THE DATE ON WHICH SUCH THREE (3)
TRADING DAY PERIOD
IS EXCEEDED, BEING REFERRED TO AS "EVENT DATE"), THEN 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, EQUAL TO 1.0% FOR THE FIRST, AND 2.0% FOR EACH
SUBSEQUENT, THIRTY (30) DAY PERIOD (PRORATED FOR PARTIAL PERIODS) ON A DAILY
BASIS OF THE AGGREGATE PURCHASE PRICE PAID BY SUCH HOLDER PURSUANT TO THE
PURCHASE AGREEMENT.
SUCH LIQUIDATED DAMAGES SHALL BE PAID NOT LESS THAN EACH
THIRTY (30) DAYS DURING AN EVENT AND WITHIN THREE (3) DAYS FOLLOWING THE DATE ON
WHICH SUCH EVENT HAS BEEN CURED BY THE COMPANY.
IF THE COMPANY FAILS TO PAY ANY
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 LIQUIDATED DAMAGES ARE DUE
UNTIL SUCH AMOUNTS, PLUS ALL SUCH INTEREST THEREON, ARE PAID IN FULL.
3.
REGISTRATION PROCEDURES
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN THREE (3) 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) WHICH DOCUMENTS WILL BE
SUBJECT TO THE REVIEW OF SUCH HOLDERS, AND (II) CAUSE ITS OFFICERS AND
DIRECTORS, COUNSEL AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO
SUCH INQUIRIES AS SHALL BE NECESSARY, IN THE REASONABLE OPINION OF RESPECTIVE
COUNSEL TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF THE
SECURITIES ACT.
THE COMPANY SHALL NOT FILE THE REGISTRATION STATEMENT OR ANY
SUCH PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE HOLDERS OF
A MAJORITY OF THE REGISTRABLE SECURITIES SHALL REASONABLY OBJECT IN GOOD FAITH.
(B)
(I)
PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH
THE COMMISSION SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR
RESALE
3
under the Securities Act all of the Registrable Securities; (ii) cause the
related Prospectus to be amended or