TERMS OF THE OFFERING OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH OFFERING;
(II) AS SOON AS PRACTICABLE MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED OF THE MATTERS TO BE
INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT; AND
(III) AS SOON AS PRACTICABLE, SUPPLEMENT OR MAKE AMENDMENTS TO ANY REGISTRATION
STATEMENT IF REASONABLY REQUESTED BY AN INVESTOR HOLDING ANY REGISTRABLE
SECURITIES.
(L)
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES
OR AUTHORITIES AS MAY BE NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES.
(M)
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO
ITS SECURITY HOLDERS AS SOON AS PRACTICAL, BUT NOT LATER THAN NINETY (90) DAYS
AFTER THE CLOSE OF THE PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN FORM
COMPLYING WITH, AND IN THE MANNER PROVIDED BY, THE PROVISIONS OF RULE 158 UNDER
THE SECURITIES ACT) COVERING A TWELVE (12)- MONTH PERIOD BEGINNING NOT LATER
THAN THE FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT FOLLOWING THE EFFECTIVE
DATE OF A REGISTRATION STATEMENT.
(N)
THE COMPANY SHALL OTHERWISE USE COMMERCIALLY
REASONABLE EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE
SEC IN CONNECTION WITH ANY REGISTRATION HEREUNDER.
(O)
WITHIN TWO (2) BUSINESS DAYS AFTER A
REGISTRATION STATEMENT WHICH COVERS REGISTRABLE SECURITIES IS DECLARED EFFECTIVE
BY THE SEC, 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 INVESTORS WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH
REGISTRATION STATEMENT) CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN
DECLARED EFFECTIVE BY THE SEC.
(P)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, AT ANY TIME THE COMPANY MAY DELAY FILING THE REGISTRATION STATEMENT OR
AMENDMENT OR SUPPLEMENT THERETO OR THE DISCLOSURE OF MATERIAL, NON-PUBLIC
INFORMATION CONCERNING THE COMPANY, IF, IN THE GOOD FAITH OPINION OF THE BOARD
OF DIRECTORS, THE DISCLOSURE OF WHICH AT THE TIME WOULD BE SERIOUSLY DETRIMENTAL
TO THE COMPANY AND ITS STOCKHOLDERS, (A "GRACE PERIOD"); PROVIDED, THAT THE
COMPANY SHALL PROMPTLY (I) NOTIFY THE INVESTORS IN WRITING OF THE EXISTENCE OF
MATERIAL, NON-PUBLIC INFORMATION GIVING RISE TO A GRACE PERIOD (PROVIDED THAT IN
EACH NOTICE THE COMPANY WILL NOT DISCLOSE THE CONTENT OF SUCH MATERIAL,
NON-PUBLIC INFORMATION TO THE INVESTORS WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INVESTORS) AND THE DATE ON WHICH THE GRACE PERIOD WILL BEGIN, AND (II) NOTIFY
THE INVESTORS IN WRITING OF THE DATE ON WHICH THE GRACE PERIOD ENDS; AND,
PROVIDED FURTHER, THAT THE AGGREGATE DAYS IN THE GRACE PERIODS SHALL NOT EXCEED
NINETY (90) DAYS DURING ANY THREE HUNDRED SIXTY FIVE (365) DAY PERIOD (AN
"ALLOWABLE GRACE PERIOD").
FOR PURPOSES OF DETERMINING THE LENGTH OF A GRACE
PERIOD ABOVE, THE GRACE PERIOD SHALL BEGIN ON AND INCLUDE THE DATE THE INVESTORS
RECEIVE THE NOTICE REFERRED TO IN CLAUSE (I) AND SHALL END ON AND INCLUDE THE
LATER OF THE