MEAN 90% OF THE ARITHMETIC AVERAGE OF THE CLOSING PRICES FOR THE 20
TRADING DAYS IMMEDIATELY PRIOR TO THE APPLICABLE DATE OF PAYMENT (NOT INCLUDING
SUCH DATE).
(G)
IF THE COMPANY ISSUES TO THE PURCHASERS ANY
COMMON STOCK PURSUANT TO THE TRANSACTION DOCUMENTS THAT IS NOT INCLUDED IN THE
INITIAL REGISTRATION STATEMENT, THEN THE COMPANY SHALL FILE AN ADDITIONAL
REGISTRATION STATEMENT COVERING SUCH NUMBER OF SHARES OF COMMON STOCK ON OR
PRIOR TO THE FILING DATE AND SHALL USE IT BEST EFFORTS, BUT IN NO EVENT LATER
THAN THE REQUIRED FILING DATE, TO CAUSE SUCH ADDITIONAL REGISTRATION STATEMENT
TO BECOME EFFECTIVE BY THE COMMISSION.
6.2
REGISTRATION PROCEDURES.
IN CONNECTION WITH
THE COMPANY'S REGISTRATION OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)
NOT LESS THAN THREE TRADING DAYS PRIOR TO
THE FILING OF A REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO (INCLUDING ANY DOCUMENT THAT WOULD BE
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE), THE COMPANY
SHALL (I) FURNISH TO EACH PURCHASER AND ANY COUNSEL DESIGNATED BY ANY PURCHASER,
IF ANY, (EACH, A "PURCHASER COUNSEL", AND IROQUOIS MASTER FUND LTD HAS INITIALLY
DESIGNATED PROSKAUER ROSE LLP) COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE
FILED, WHICH DOCUMENTS (OTHER THAN THOSE INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE) WILL BE SUBJECT TO THE REVIEW OF EACH PURCHASER AND
PURCHASER COUNSEL, 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 A REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS
OR SUPPLEMENTS THERETO TO WHICH PURCHASERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES SHALL REASONABLY OBJECT IN WRITING.
IF IROQUOIS MASTER FUND, LTD
FAILS TO APPROVE THE FINAL DRAFT OF THE INITIAL REGISTRATION STATEMENT OR
RESPOND TO ANY COMMENTS ON THE REGISTRATION STATEMENT, WITHIN 3 TRADING DAYS
AFTER RECEIPT OF THE REGISTRATION STATEMENT, THE FILING DATE AND THE REQUIRED
EFFECTIVENESS DATE SHALL BE TOLLED FOR THE PERIOD BEGINNING ON THE 3RD TRADING
DAY FOLLOWING THE DATE ANY NOTICE IS FURNISHED IN ACCORDANCE WITH THIS
SECTION 6.2(A) AND THE DATE THE COMPANY RECEIVES APPROVAL FROM THE PURCHASERS TO
FILE THE REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO.
IF ANY OTHER PURCHASER FAILS TO (A) APPROVE THE FINAL DRAFT OF THE
INITIAL REGISTRATION STATEMENT WITHIN THE 3RD TRADING DAY FOLLOWING REQUEST OF
CONSENT, THEN THE COMPANY SHALL DEEM THE REGISTRATION STATEMENT ACCEPTED BY SUCH
PURCHASER, OR (B) RESPOND TO REQUESTS FOR NECESSARY INFORMATION OR COMMENTS FROM
THE COMMISSION WITHIN SUCH 5 TRADING DAYS, THEN THE COMPANY MAY ELECT TO EXCLUDE
THE REGISTRABLE SECURITIES HELD BY SUCH PURCHASER FROM THE REGISTRATION
STATEMENT OR AMENDMENT THERETO, WITHOUT FURTHER LIABILITY TO SUCH PURCHASER
UNDER THIS ARTICLE VI.
23
(B)
(I) PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION