OR, AT THE COMPANY'S
ELECTION, THE BALANCE OF THE DAMAGES PAYABLE BY THE COMPANY PURSUANT TO THIS
SECTION 6.02 MAY BE PAID IN CASH (VALUING THE SHARES NOT SO ISSUED AT THE
AVERAGE OF THE CLOSING PRICES OF THE COMPANY'S COMMON STOCK OVER THE TWENTY (20)
TRADING DAYS IMMEDIATELY PRECEDING THE ONE-MONTH ANNIVERSARY OF THE DEFAULT
WHICH REQUIRES THE ISSUANCE OF SHARES) ON THE APPLICABLE PAYMENT DATE IN
ACCORDANCE WITH PAYMENT INSTRUCTIONS PROVIDED BY EACH PURCHASER.
SECTION 6.03.
CONTINUED EFFECTIVENESS OF
REGISTRATION STATEMENT. SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 6.08,
THE COMPANY WILL KEEP THE REGISTRATION STATEMENT COVERING THE REGISTRABLE
SECURITIES EFFECTIVE UNDER RULE 415 AT ALL TIMES DURING THE REGISTRATION PERIOD.
IN THE EVENT THAT THE NUMBER OF SHARES AVAILABLE UNDER A REGISTRATION STATEMENT
FILED PURSUANT TO THIS AGREEMENT IS INSUFFICIENT TO COVER ALL OF THE REGISTRABLE
SECURITIES ISSUED, THE COMPANY WILL (IF PERMITTED) AMEND THE REGISTRATION
STATEMENT OR FILE A NEW REGISTRATION STATEMENT (ON THE SHORT FORM AVAILABLE
THEREFOR, IF
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APPLICABLE), OR BOTH, SO AS TO COVER ALL OF THE REGISTRABLE SECURITIES. THE
COMPANY WILL FILE SUCH AMENDMENT OR NEW REGISTRATION STATEMENT AS SOON AS
PRACTICABLE, BUT IN NO EVENT LATER THAN 30 BUSINESS DAYS AFTER THE NECESSITY
THEREFOR ARISES (BASED UPON THE MARKET PRICE OF THE COMMON STOCK AND OTHER
RELEVANT FACTORS ON WHICH THE COMPANY REASONABLY ELECTS TO RELY). THE COMPANY
WILL USE ITS BEST EFFORTS TO CAUSE SUCH AMENDMENT OR NEW REGISTRATION STATEMENT
TO BECOME EFFECTIVE AS SOON AS IS PRACTICABLE AFTER THE FILING THEREOF, BUT IN
NO EVENT LATER THAN 90 DAYS AFTER THE DATE ON WHICH THE COMPANY REASONABLY FIRST
DETERMINES THE NEED THEREFOR.
SECTION 6.04.
ACCURACY OF REGISTRATION
STATEMENT. ANY REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND PROSPECTUSES CONTAINED THEREIN) FILED BY THE COMPANY COVERING
REGISTRABLE SECURITIES WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE, NOT MISLEADING. THE COMPANY WILL PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO THE
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH THE
REGISTRATION STATEMENT AS MAY BE NECESSARY TO PERMIT SALES PURSUANT TO THE
REGISTRATION STATEMENT AT ALL TIMES DURING THE REGISTRATION PERIOD, AND, DURING
SUCH PERIOD, WILL COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT
TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED BY THE
REGISTRATION STATEMENT UNTIL THE TERMINATION OF THE REGISTRATION PERIOD, OR IF
EARLIER, UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES HAVE BEEN
DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER
OR SELLERS THEREOF AS SET FORTH IN THE REGISTRATION STATEMENT.
SECTION 6.05.
FURNISHING DOCUMENTATION. THE
COMPANY WILL FURNISH TO THE PURCHASERS, OR TO THEIR LEGAL COUNSEL, (A) PROMPTLY
AFTER SUCH DOCUMENT IS FILED WITH THE SEC, ONE COPY OF ANY REGISTRATION
STATEMENT FILED PURSUANT TO