NOT LISTED OR QUOTED, OR IS SUSPENDED FROM TRADING ON
ANY TRADING MARKET (DEFINED BELOW) 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 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 (V), 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 EACH
APPLICABLE 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 SEC A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES, PROMPTLY AS POSSIBLE RESPOND TO ANY COMMENTS
RECEIVED FROM THE SEC 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 SEC LETTERS OF COMMENT;
(B)
PREPARE AND FILE WITH THE SEC 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 WARRANTS; (II) FOUR
YEARS AFTER THE
3
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 PURCHASER REASONABLY MAY REQUEST TO FACILITATE THE PUBLIC
SALE OR DISPOSITION OF THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT;
(D)