INTEREST THEREON, ARE PAID IN FULL. THE PARTIAL LIQUIDATED DAMAGES PURSUANT TO
THE TERMS HEREOF SHALL APPLY ON A DAILY PRO-RATA BASIS FOR ANY PORTION OF A
MONTH PRIOR TO THE CURE OF AN EVENT, EXCEPT IN THE CASE OF THE FIRST EVENT
DATE.
SUCH PAYMENTS SHALL BE DAWSON'S SOLE AND EXCLUSIVE REMEDY FOR SUCH
EVENTS.
3
3.
REGISTRATION PROCEDURES.
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
(I)
PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR ITS 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;
PROVIDED, HOWEVER, THAT ON THE BUSINESS DAY FOLLOWING THE EFFECTIVENESS DATE,
THE COMPANY SHALL FILE WITH THE COMMISSION IN ACCORDANCE WITH RULE 424 THE FINAL
PROSPECTUS TO BE USED IN CONNECTION WITH SALES PURSUANT TO THE REGISTRATION
STATEMENT (A "FINAL PROSPECTUS FILING"); PROVIDED, FURTHER, HOWEVER, THAT ANY
ADVANCE NOTIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION SECTION 3(B), SHALL NOT APPLY TO THE EXTENT THAT SUCH PROVISIONS
WOULD RENDER IMPRACTICABLE THE FINAL PROSPECTUS FILING WITHIN THE PERIOD
SPECIFIED IN THIS SECTION 3(A)(II); (III) RESPOND AS PROMPTLY AS REASONABLY
POSSIBLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO EACH
REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND, AS PROMPTLY AS REASONABLY
POSSIBLE PROVIDE DAWSON TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND
TO THE COMMISSION RELATING TO SUCH REGISTRATION STATEMENT THAT WOULD NOT RESULT
IN THE DISCLOSURE TO DAWSON OF MATERIAL AND NON-PUBLIC INFORMATION CONCERNING
THE COMPANY; AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE
SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE REGISTRATION STATEMENTS,
THE DELIVERY OF THE PROSPECTUS OR PROSPECTUSES AND THE DISPOSITION OF ALL
REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION STATEMENT.
(B)
NOTIFY DAWSON AS PROMPTLY AS REASONABLY
POSSIBLE AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING AS
PROMPTLY AS REASONABLY POSSIBLE (I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT IS PROPOSED
TO BE FILED; (B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE
A "REVIEW" OF SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS
IN WRITING ON SUCH REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE TRUE AND
COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES THERETO TO DAWSON THAT PERTAIN
TO DAWSON AS A SELLING STOCKHOLDER OR TO THE PLAN OF DISTRIBUTION, BUT NOT
INFORMATION WHICH THE COMPANY BELIEVES WOULD CONSTITUTE MATERIAL AND NON-PUBLIC
INFORMATION); AND (C) WITH RESPECT TO EACH REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE; (II) OF