DISCLOSE UNDER THE REGISTRATION STATEMENT, THEN THE COMPANY MAY
SUSPEND EFFECTIVENESS OF A REGISTRATION STATEMENT AND SUSPEND THE SALE OF
REGISTRABLE SECURITIES UNDER A REGISTRATION STATEMENT ONE (1) TIME EVERY THREE
(3) MONTHS OR THREE (3) TIMES IN ANY TWELVE MONTH PERIOD, PROVIDED THAT THE
COMPANY MAY NOT SUSPEND ITS OBLIGATION FOR MORE THAN THIRTY (30) DAYS IN THE
AGGREGATE IN ANY TWELVE MONTH PERIOD IF SUSPENSION IS FOR ANY OF THE REASONS
LISTED ABOVE OR SIXTY (60) DAYS IN THE AGGREGATE IN ANY TWELVE MONTH PERIOD FOR
ANY OTHER
7
REASON (EACH, A "BLACKOUT PERIOD"); PROVIDED, HOWEVER, THAT NO SUCH SUSPENSION
SHALL BE PERMITTED FOR MORE THAN TWENTY (20) CONSECUTIVE DAYS, ARISING OUT OF
THE SAME SET OF FACTS, CIRCUMSTANCES OR TRANSACTIONS.
(N)
WITHIN TWO (2) BUSINESS DAYS AFTER THE
REGISTRATION STATEMENT WHICH INCLUDES THE REGISTRABLE SECURITIES IS ORDERED
EFFECTIVE BY THE COMMISSION, THE COMPANY SHALL DELIVER, AND SHALL CAUSE LEGAL
COUNSEL FOR THE COMPANY TO DELIVER, TO THE TRANSFER AGENT FOR SUCH REGISTRABLE
SECURITIES (WITH COPIES TO THE HOLDER WHOSE REGISTRABLE SECURITIES ARE INCLUDED
IN SUCH REGISTRATION STATEMENT) CONFIRMATION THAT THE REGISTRATION STATEMENT HAS
BEEN DECLARED EFFECTIVE BY THE COMMISSION IN THE FORM ATTACHED HERETO AS EXHIBIT
C.
4.
REGISTRATION PROCEDURES; HOLDER'S
OBLIGATIONS
In connection with the registration of the Registrable Securities, the Holder
shall:
(A)
IF THE REGISTRATION STATEMENT REFERS TO THE
HOLDER BY NAME OR OTHERWISE AS THE HOLDER OF ANY SECURITIES OF THE COMPANY, HAVE
THE RIGHT TO REQUIRE (IF SUCH REFERENCE TO THE HOLDER BY NAME OR OTHERWISE IS
NOT REQUIRED BY THE SECURITIES ACT OR ANY SIMILAR FEDERAL STATUTE THEN IN FORCE)
THE DELETION OF THE REFERENCE TO THE HOLDER IN ANY AMENDMENT OR SUPPLEMENT TO
THE REGISTRATION STATEMENT THAT WILL BE FILED SUBSEQUENT TO THE TIME THAT SUCH
REFERENCE CEASES TO BE REQUIRED.
(B)
(I) NOT SELL ANY REGISTRABLE SECURITIES
UNDER THE REGISTRATION STATEMENT UNTIL IT HAS RECEIVED COPIES OF THE PROSPECTUS
AS THEN AMENDED OR SUPPLEMENTED AS CONTEMPLATED IN SECTION 3(G) AND NOTICE FROM
THE COMPANY THAT SUCH REGISTRATION STATEMENT AND ANY POST-EFFECTIVE AMENDMENTS
THERETO HAVE BECOME EFFECTIVE AS CONTEMPLATED BY SECTION 3(C), (II) COMPLY WITH
THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS APPLICABLE TO IT
IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT, AND (III) FURNISH TO THE COMPANY INFORMATION REGARDING SUCH HOLDER
AND THE DISTRIBUTION OF SUCH REGISTRABLE SECURITIES AS IS REQUIRED BY LAW TO BE
DISCLOSED IN THE REGISTRATION STATEMENT, AND THE COMPANY MAY EXCLUDE FROM SUCH
REGISTRATION THE REGISTRABLE SECURITIES OF THE HOLDER IF IT FAILS TO FURNISH
SUCH INFORMATION WITHIN A REASONABLE TIME PRIOR TO THE FILING OF EACH
REGISTRATION STATEMENT, SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION
STATEMENT.
(C)
UPON RECEIPT OF A NOTICE FROM THE COMPANY
OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(C)(II),
3(C)(III), 3(C)(IV), 3(C)(V) OR 3(M), FORTHWITH DISCONTINUE DISPOSITION OF SUCH
REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL THE HOLDER'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION