REGISTRATION STATEMENT;
(II) A REGISTRATION STATEMENT FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY THE
COMMISSION BY THE DATE REQUIRED HEREBY WITH RESPECT TO SUCH REGISTRATION
STATEMENT; (III) AFTER A REGISTRATION STATEMENT IS FILED WITH AND DECLARED
EFFECTIVE 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 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.
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.
3.
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:
(A)
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
3
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;
(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