a rate of 18% per annum
(or such lesser maximum amount that is permitted to be paid by applicable law)
to the Holder, accruing daily from the date such liquidated damages are due
until such amounts, plus all such interest thereon, are paid in full.
The
liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis
for any portion of a month prior to the cure of an Event.
(C)
IF DURING THE EFFECTIVENESS PERIOD, THE NUMBER OF REGISTRABLE
SECURITIES AT ANY TIME EXCEEDS 100% OF THE NUMBER OF SHARES OF COMMON STOCK THEN
REGISTERED IN A REGISTRATION STATEMENT, THEN THE COMPANY SHALL FILE AS SOON AS
REASONABLY PRACTICABLE BUT IN ANY CASE PRIOR TO THE 30TH DAY FOLLOWING THE DATE
SUCH NUMBER IS EXCEEDED, AN ADDITIONAL REGISTRATION STATEMENT COVERING THE
RESALE OF BY THE HOLDERS OF NOT LESS THAN ALL OF SUCH REGISTRABLE SECURITIES AND
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE AS SOON AS REASONABLY PRACTICABLE THEREAFTER.
3.
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 THE
REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO, THE COMPANY SHALL, (I) FURNISH TO FELDMAN WEINSTEIN LLP, AS SPECIAL
COUNSEL FOR THE HOLDERS FOR THE PURPOSES OF SUCH REVIEW ONLY, COPIES OF ALL SUCH
DOCUMENTS PROPOSED TO BE FILED (INCLUDING DOCUMENTS INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE TO THE EXTENT REQUESTED BY SUCH PERSON) WHICH
DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF SUCH HOLDERS, 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 THE REGISTRATION STATEMENT OR
ANY SUCH PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE
HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES SHALL REASONABLY OBJECT IN
GOOD FAITH. THE FAILURE OF SUCH SPECIAL COUNSEL TO RESPOND WITHIN THE SPECIFIED
TIME MAY BE ACCEPTED BY THE COMPANY AS A LACK OF ANY OBJECTIONS.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS,
INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE REGISTRABLE
SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH THE COMMISSION
SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER
THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE THE RELATED
PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT,
AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424; (III)
RESPOND AS PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM THE
COMMISSION WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO
AND, AS
4
PROMPTLY AS REASONABLY POSSIBLE, UPON REQUEST,