NOTIFIES THE HOLDERS IN ACCORDANCE WITH CLAUSES
(III) THROUGH (VI) OF SECTION 3(D) ABOVE TO SUSPEND THE USE OF ANY PROSPECTUS
UNTIL THE REQUISITE CHANGES TO SUCH PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS
SHALL SUSPEND USE OF SUCH PROSPECTUS. THE COMPANY WILL USE ITS BEST EFFORTS TO
ENSURE THAT THE USE OF THE PROSPECTUS MAY BE RESUMED AS PROMPTLY AS IS
PRACTICABLE. THE COMPANY SHALL BE ENTITLED TO EXERCISE ITS RIGHT UNDER THIS
SECTION 3(K) TO SUSPEND THE
8
AVAILABILITY OF A REGISTRATION STATEMENT AND PROSPECTUS, SUBJECT TO THE PAYMENT
OF PARTIAL LIQUIDATED DAMAGES PURSUANT TO SECTION 2(B), FOR A PERIOD NOT TO
EXCEED 60 CALENDAR DAYS (WHICH NEED NOT BE CONSECUTIVE DAYS) IN ANY 12 MONTH
PERIOD.
(L)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE
COMMISSION.
(M)
THE COMPANY MAY REQUIRE EACH SELLING HOLDER TO FURNISH TO THE
COMPANY A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED BY SUCH HOLDER AND, IF REQUIRED BY THE COMMISSION, THE
NATURAL PERSONS THEREOF THAT HAVE VOTING AND DISPOSITIVE CONTROL OVER THE
SHARES. DURING ANY PERIODS THAT THE COMPANY IS UNABLE TO MEET ITS OBLIGATIONS
HEREUNDER WITH RESPECT TO THE REGISTRATION OF THE REGISTRABLE SECURITIES SOLELY
BECAUSE ANY HOLDER FAILS TO FURNISH SUCH INFORMATION WITHIN 3 TRADING DAYS OF
THE COMPANY'S REQUEST, ANY LIQUIDATED DAMAGES THAT ARE ACCRUING AT SUCH TIME AS
TO SUCH HOLDER ONLY, AS WELL AS ANY OTHER RIGHTS OF SUCH HOLDER UNDER THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, THE RIGHT TO INCLUDE SUCH HOLDER'S
REGISTRABLE SECURITIES IN A REGISTRATION STATEMENT SHALL BE TOLLED AND ANY EVENT
THAT MAY OTHERWISE OCCUR SOLELY BECAUSE OF SUCH DELAY SHALL BE SUSPENDED AS TO
SUCH HOLDER ONLY, UNTIL SUCH INFORMATION IS DELIVERED TO THE COMPANY; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO INCLUDE
SUCH REGISTRABLE SECURITIES IN SUCH REGISTRATION STATEMENT OR THE NEXT MOST
AVAILABLE REGISTRATION STATEMENT AS SOON AS POSSIBLE AFTER SUCH INFORMATION IS
FURNISHED TO THE COMPANY.
4.
REGISTRATION EXPENSES. ALL FEES AND EXPENSES INCIDENT TO THE
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT BY THE COMPANY SHALL BE BORNE
BY THE COMPANY WHETHER OR NOT ANY REGISTRABLE SECURITIES ARE SOLD PURSUANT TO A
REGISTRATION STATEMENT. THE FEES AND EXPENSES REFERRED TO IN THE FOREGOING
SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL REGISTRATION AND FILING FEES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES) (A) WITH RESPECT TO FILINGS
REQUIRED TO BE MADE WITH ANY TRADING MARKET ON WHICH THE COMMON STOCK IS THEN
LISTED FOR TRADING, (B) IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS REASONABLY AGREED TO BY THE COMPANY IN WRITING (INCLUDING, WITHOUT
LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY IN CONNECTION WITH
BLUE SKY QUALIFICATIONS OR EXEMPTIONS OF THE REGISTRABLE SECURITIES) AND (C) IF
NOT PREVIOUSLY PAID BY THE COMPANY IN CONNECTION WITH AN ISSUER FILING, WITH
RESPECT TO ANY FILING THAT MAY BE REQUIRED TO BE MADE BY ANY BROKER THROUGH
WHICH A HOLDER INTENDS TO MAKE SALES OF REGISTRABLE SECURITIES