OF THE PROVISIONS OF THIS SECTION 3.2(G), AND THE PARTIES HERETO HEREBY
EXPRESSLY WAIVE AND RELINQUISH ANY RIGHT OR ABILITY TO ASSERT SUCH PUBLIC POLICY
AS A DEFENSE TO A CLAIM UNDER THIS SECTION 3.2(G) AND FURTHER AGREE NOT TO
ATTEMPT TO ASSERT ANY SUCH DEFENSE.
(H)
TERMINATION OF CONDITIONS AND OBLIGATIONS.
THE CONDITIONS
PRECEDENT IMPOSED BY SECTION 3.2 UPON THE TRANSFERABILITY OF THE PURCHASED
SHARES SHALL CEASE AND TERMINATE AS TO ANY PARTICULAR NUMBER OF THE PURCHASED
SHARES WHEN SUCH PURCHASED SHARES SHALL HAVE BEEN EFFECTIVELY REGISTERED UNDER
THE SECURITIES ACT AND SOLD OR OTHERWISE DISPOSED OF IN ACCORDANCE WITH THE
INTENDED METHOD OF DISPOSITION SET FORTH IN THE REGISTRATION STATEMENT COVERING
SUCH PURCHASED SHARES, AT THE TIME SUCH PURCHASED SHARES ARE ELIGIBLE FOR SALE
PURSUANT TO RULE 144(B)(1) OR AT SUCH TIME AS AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RENDERED TO THE EFFECT THAT SUCH
CONDITIONS ARE NOT NECESSARY IN ORDER TO COMPLY WITH THE SECURITIES ACT.
(I)
INFORMATION AVAILABLE.
SO LONG AS THE REGISTRATION STATEMENT IS
EFFECTIVE COVERING THE RESALE OF PURCHASED SHARES OWNED BY THE INVESTOR, THE
COMPANY WILL FURNISH TO THE INVESTOR, UPON REASONABLE REQUEST, AN ADEQUATE
NUMBER OF COPIES OF THE PROSPECTUSES TO SUPPLY TO ANY OTHER PARTY REQUIRING SUCH
PROSPECTUSES; AND UPON THE REASONABLE REQUEST OF THE INVESTOR, THE PRESIDENT OR
THE CHIEF FINANCIAL OFFICER OF THE COMPANY (OR AN APPROPRIATE DESIGNEE THEREOF)
WILL MEET WITH THE INVESTOR OR A REPRESENTATIVE THEREOF AT THE COMPANY'S
HEADQUARTERS TO DISCUSS ALL INFORMATION RELEVANT FOR DISCLOSURE IN THE
REGISTRATION STATEMENT COVERING THE PURCHASED SHARES; PROVIDED, THAT THE COMPANY
SHALL NOT BE REQUIRED TO DISCLOSE ANY CONFIDENTIAL INFORMATION TO OR MEET AT ITS
HEADQUARTERS WITH THE INVESTOR UNTIL AND UNLESS THE INVESTOR SHALL HAVE ENTERED
INTO A CONFIDENTIALITY AGREEMENT WITH THE COMPANY IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY WITH RESPECT THERETO.
3.3
Issuance and Quotation.
The Company shall comply with all
requirements of FINRA and the SEC with respect to the issuance of the Purchased
Shares and shall comply with the requirements of the Trading Market with respect
to the listing of the Purchased Shares on the Trading Market.
3.4
No Manipulation of Stock.
The Company will not take, in violation
of applicable law, any action designed to or that might reasonably be expected
to cause or result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the Purchased Shares.
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3.5
Investment Company.
The Company shall conduct its business in a
manner so that it will not become subject to the Investment Company Act.
3.6
No Integration.
The Company shall not, and shall use its
reasonable best efforts to ensure that no affiliate of the Company shall, sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that will be integrated
with the offer or sale of the Purchased Shares in