BY THE COMMISSION, SUCH
REGISTRATION STATEMENT CEASES TO BE EFFECTIVE (BY SUSPENSION OR OTHERWISE) AS TO
ALL REGISTRABLE SECURITIES TO WHICH IT IS REQUIRED TO RELATE AT ANY TIME PRIOR
TO THE EXPIRATION OF THE EFFECTIVENESS PERIOD APPLICABLE TO SUCH REGISTRATION
STATEMENT (WITHOUT BEING SUCCEEDED IMMEDIATELY BY AN ADDITIONAL REGISTRATION
STATEMENT FILED AND DECLARED EFFECTIVE) FOR A PERIOD OF TIME WHICH SHALL EXCEED
30 DAYS IN THE AGGREGATE PER YEAR OR MORE THAN 20 CONSECUTIVE CALENDAR DAYS
(DEFINED AS A PERIOD OF 365 DAYS COMMENCING ON THE DATE SUCH REGISTRATION
STATEMENT IS DECLARED EFFECTIVE); OR (IV) THE COMMON STOCK IS NOT LISTED OR
QUOTED, OR IS SUSPENDED FROM TRADING ON ANY TRADING MARKET FOR A PERIOD OF THREE
(3) CONSECUTIVE TRADING DAYS (PROVIDED THE COMPANY SHALL NOT HAVE BEEN ABLE TO
CURE SUCH TRADING SUSPENSION WITHIN 30 DAYS OF THE NOTICE THEREOF OR LIST THE
COMMON STOCK ON ANOTHER TRADING MARKET); (ANY SUCH FAILURE OR BREACH BEING
REFERRED TO AS AN "EVENT," AND FOR PURPOSES OF CLAUSE (I) OR (II) THE DATE
10EE-3
ON WHICH SUCH EVENT OCCURS, OR FOR PURPOSES OF CLAUSE (III) THE DATE WHICH SUCH
30 DAY OR 20 CONSECUTIVE DAY PERIOD (AS THE CASE MAY BE) IS EXCEEDED, OR FOR
PURPOSES OF CLAUSE (IV) 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 EACH THIRTY (30) DAY PERIOD
(PRORATED FOR PARTIAL PERIODS) ON A DAILY BASIS OF THE ORIGINAL PRINCIPAL AMOUNT
OF EACH APPLICABLE NOTE.
WHILE SUCH EVENT CONTINUES, SUCH LIQUIDATED DAMAGES
SHALL BE PAID NOT LESS OFTEN THAN EACH THIRTY (30) DAYS.
ANY UNPAID LIQUIDATED
DAMAGES AS OF THE DATE WHEN AN EVENT HAS BEEN CURED BY THE COMPANY SHALL BE PAID
WITHIN THREE (3) DAYS FOLLOWING THE DATE ON WHICH SUCH EVENT HAS BEEN CURED BY
THE COMPANY.
REGISTRATION PROCEDURES.
IF AND WHENEVER THE COMPANY IS REQUIRED BY THE
PROVISIONS HEREOF TO EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES UNDER
THE SECURITIES ACT, THE COMPANY WILL, AS EXPEDITIOUSLY AS POSSIBLE:
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT WITH RESPECT TO
SUCH REGISTRABLE SECURITIES, RESPOND AS PROMPTLY AS POSSIBLE TO ANY COMMENTS
RECEIVED FROM THE COMMISSION, AND USE ITS BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME AND REMAIN EFFECTIVE FOR THE EFFECTIVENESS
PERIOD WITH RESPECT THERETO, AND PROMPTLY PROVIDE TO THE PURCHASER COPIES OF ALL
FILINGS AND COMMISSION LETTERS OF COMMENT RELATING THERETO;
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE
NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT AND TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL THE EXPIRATION
OF THE EFFECTIVENESS PERIOD APPLICABLE TO SUCH REGISTRATION STATEMENT;
FURNISH