Petty. The secured convertible promissory notes bear interest xx x xxxx of 8% per annum. As partial consideration for the loan from Mr. Petty, the Company entered into a registration rights agreemenx, xxxxxant to which the Company agreed to prepare and file a registration statement providing for the resale of the shares of common stock issuable upon conversion of the secured convertible promissory notes, including shares of common stock that may be issued as interest payments under the secured convertible promissory notes. If the registration statement is not filed by November 25, 2005 or declared effective by December 25, 2005, Mr. Petty must pay liquidated damages equal to 2% per calendar xxxxx xx portion thereof of aggregate $600,000 aggregate principal amount of the secured convertible promissory notes. Any liquidated damages may be paid in Mr. Petty's option in cash or shares of common stock of the Company xxxxx xxx owned by Mr. Petty. July 2005 Securities Purchase Agreement: On July 00, 0000, the Company entered into a Securities Purchase Agreement with four accredited investors (the NIR Group) for the sale of up to: (i) $2,500,000 in callable secured convertible notes; and (ii) warrants to purchase up to 5,000,000 shares of Common Stock. The investors are obligated to provide the Company with the funds as follows: (i) $550,000 was disbursed on July 19, 2005; and (ii) approximately $177,273 will be disbursed on the final business day of each month beginning in August 2005 and ending June 2006. However, the entire $2,500,000 must be funded by the investors within five business days after effectiveness of a registration statement covering the number of shares of Common Stock underlying the callable secured convertible notes and the warrants. All outstanding callable secured convertible notes held by the NIR Group were repaid on August 23, 2005. The warrants are exercisable until five years from the date of issuance at a purchase price of $10.00 per share, as adjusted. The investors may exercise the warrants on a cashless basis if the shares of Common Stock underlying the warrants are not then registered pursuant to an effective registration statement. The warrants have antidilution rights. Schedule 2.1(j) No Undisclosed Events and Circumstances None. Schedule 2.1(k) Indebtedness See the disclosure under "Robert Petty Note Purchase Agreement" under Schedule 2.1(i).
Petty. The secured convxxxxxxx xromissory notes bear interest at a rate of 8% per annum. . As partial consideration for the loan from Mr. Petty, the Company entexxx xxxx a registration rights agreement, pursuant to which the Company agreed to prepare and file a registration statement providing for the resale of the shares of common stock issuable upon conversion of the secured convertible promissory notes, including shares of common stock that may be issued as interest payments under the secured convertible promissory notes. If the registration statement is not filed by November 25, 2005 or declared effective by December 25, 2005, Mr. Petty must pay liquidatxx xxxxxxs equal to 2% per calendar month or portion thereof of aggregate $600,000 aggregate principal amount of the secured convertible promissory notes. Any liquidated damages may be paid in Mr. Petty's option in cash xx xxxxxx xf common stock of the Company which are owned by Mr. Petty. Schedule 3(s) Environmental Matters None. Schedule 3(t)
