INCLUDE THE LATER OF THE
DATE THE INVESTORS RECEIVE THE NOTICE REFERRED TO IN CLAUSE (II) AND THE DATE
REFERRED TO IN SUCH NOTICE.
THE PROVISIONS OF SECTION 3(G) HEREOF SHALL NOT BE
APPLICABLE DURING THE PERIOD OF ANY ALLOWABLE GRACE PERIOD.
UPON EXPIRATION OF
THE GRACE PERIOD, THE COMPANY SHALL AGAIN BE BOUND BY THE FIRST SENTENCE OF
SECTION 3(F) WITH RESPECT TO THE INFORMATION GIVING RISE THERETO UNLESS SUCH
MATERIAL, NON-PUBLIC INFORMATION IS NO LONGER APPLICABLE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY, THE COMPANY SHALL CAUSE ITS TRANSFER AGENT TO DELIVER
UNLEGENDED SHARES OF COMMON STOCK TO A TRANSFEREE OF AN INVESTOR IN ACCORDANCE
WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE
OF REGISTRABLE SECURITIES WITH RESPECT TO WHICH AN INVESTOR HAS ENTERED INTO A
CONTRACT FOR SALE AND DELIVERED A COPY OF THE PROSPECTUS INCLUDED AS PART OF THE
APPLICABLE REGISTRATION STATEMENT (UNLESS AN EXEMPTION FROM SUCH PROSPECTUS
DELIVERY REQUIREMENT EXISTS) PRIOR TO THE INVESTOR'S RECEIPT OF THE NOTICE OF A
GRACE PERIOD AND FOR WHICH THE INVESTOR HAS NOT YET SETTLED.
10
4.
OBLIGATIONS OF THE INVESTORS.
A.
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF A REGISTRATION STATEMENT, THE COMPANY SHALL NOTIFY EACH INVESTOR
IN WRITING OF THE INFORMATION THE COMPANY REQUIRES FROM EACH SUCH INVESTOR IF
SUCH INVESTOR ELECTS TO HAVE ANY OF SUCH INVESTOR'S REGISTRABLE SECURITIES
INCLUDED IN SUCH REGISTRATION STATEMENT.
IT SHALL BE A CONDITION PRECEDENT TO
THE OBLIGATIONS OF THE COMPANY TO COMPLETE THE REGISTRATION PURSUANT TO THIS
AGREEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES OF A PARTICULAR INVESTOR
(AND TO THE COMPANY'S LIABILITY FOR DAMAGES UNDER SECTION 2(F) TO SUCH INVESTOR)
THAT SUCH INVESTOR SHALL FURNISH TO THE COMPANY A COMPLETED AND UPDATED "SELLING
STOCKHOLDER QUESTIONNAIRE," IN THE FORM ATTACHED HERETO AS EXHIBIT C, AND SUCH
OTHER INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY IT AND
THE INTENDED METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY IT AS
SHALL BE REASONABLY REQUIRED TO EFFECT THE EFFECTIVENESS OF THE REGISTRATION OF
SUCH REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH
SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
B.
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE OF THE REGISTRABLE
SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF ANY REGISTRATION
STATEMENT HEREUNDER, UNLESS SUCH INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF
SUCH INVESTOR'S ELECTION TO EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE
SECURITIES FROM SUCH REGISTRATION STATEMENT.
C.
EACH INVESTOR AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(G) OR
THE FIRST SENTENCE OF 3(F), SUCH INVESTOR WILL IMMEDIATELY DISCONTINUE
DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT(S)
COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH INVESTOR'S RECEIPT OF THE COPIES
OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 3(G) OR THE
FIRST SENTENCE OF 3(F) OR RECEIPT OF NOTICE THAT