WITHIN 30
DAYS OF THE NOTICE THEREOF OR LIST THE COMMON STOCK ON ANY OF THE NASD OTC
BULLETIN BOARD, BBX EXCHANGE, NASDAQ SMALLCAP MARKET, THE NASDAQ NATIONAL
MARKET, AMERICAN STOCK EXCHANGE OR NEW YORK STOCK EXCHANGE (THE "TRADING
MARKET")) (ANY SUCH FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT," AND FOR
PURPOSES OF CLAUSE (I), (II) OR (IV) THE DATE 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
2.0% FOR EACH THIRTY (30) DAY PERIOD (PRORATED FOR PARTIAL PERIODS) ON A DAILY
BASIS OF THE ORIGINAL PRINCIPAL AMOUNT OF THE NOTE.
SUCH LIQUIDATION 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.
3.
REGISTRATION PROCEDURES.
IF AND
WHENEVER THE COMPANY IS REQUIRED BY THE PROVISIONS HEREOF TO EFFECT THE
REGISTRATION OF THE REGISTRABLE SECURITIES UNDER THE ACT, THE COMPANY WILL, AS
EXPEDITIOUSLY AS POSSIBLE:
(A)
PREPARE AND FILE WITH THE COMMISSION A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES, PROMPTLY AS POSSIBLE
RESPOND TO ANY COMMENTS RECEIVED FROM THE COMMISSION AND USE ITS BEST EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND REMAIN EFFECTIVE FOR THE PERIOD
OF THE DISTRIBUTION CONTEMPLATED THEREBY (DETERMINED AS HEREIN PROVIDED), AND
PROMPTLY PROVIDE TO THE PURCHASER COPIES OF ALL FILINGS AND COMMISSION LETTERS
OF COMMENT;
(B)
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 SECURITIES COVERED
BY THE REGISTRATION STATEMENT AND TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE
UNTIL THE EARLIER OF: (I) SIX MONTHS AFTER THE LATEST EXERCISE PERIOD OF THE
WARRANT; (II) FOUR YEARS AFTER THE CLOSING DATE; OR (III) THE DATE ON WHICH THE
PURCHASER HAS DISPOSED OF ALL OF THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT IN ACCORDANCE WITH THE PURCHASER'S INTENDED METHOD OF
DISPOSITION SET FORTH IN SUCH REGISTRATION STATEMENT FOR SUCH PERIOD;
(C)
FURNISH TO THE PURCHASER SUCH NUMBER OF
COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN
(INCLUDING EACH PRELIMINARY PROSPECTUS) AS THE
3
Purchaser reasonably may request to facilitate the public sale or disposition of
the securities covered by such registration statement;
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
REGISTER OR QUALIFY THE PURCHASER'S REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT UNDER THE SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS AS THE PURCHASER REASONABLY REQUESTS; PROVIDED, HOWEVER, THAT THE
COMPANY