KEEP SUCH INFORMATION CONFIDENTIAL
THAT, THE HOLDERS MAKE NO ACKNOWLEDGEMENT THAT ANY SUCH INFORMATION PROVIDED
PURSUANT TO THIS SECTION 3(C) IS MATERIAL, NON-PUBLIC INFORMATION.
If the Company notifies the Holders in accordance with clauses (ii) through
(vi) of this Section 3(c) 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 reasonable best
commercial 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 2(c) to suspend the availability of a Registration Statement
and Prospectus, subject to the payment of partial liquidated damages pursuant to
Section 2(c), for a period not to exceed an aggregate 45 days in any 12 month
period; provided, however, that no such postponement or suspension shall be
permitted for more than a consecutive twenty (20) days.
(D)
USE ITS REASONABLE BEST COMMERCIAL EFFORTS
TO AVOID THE ISSUANCE OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER
STOPPING OR SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR
(II) ANY SUSPENSION OF THE QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF
ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST
PRACTICABLE MOMENT.
(E)
FURNISH TO EACH HOLDER UPON REQUEST AND
WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF EACH SUCH REGISTRATION STATEMENT
AND EACH AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL
DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE TO THE
EXTENT REQUESTED BY SUCH PERSON, AND ALL EXHIBITS TO THE EXTENT REQUESTED BY
SUCH PERSON (INCLUDING THOSE PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE)
PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE COMMISSION.
(F)
PROMPTLY DELIVER TO EACH HOLDER, WITHOUT
CHARGE, AS MANY COPIES OF THE PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF
PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST IN CONNECTION WITH RESALES BY THE HOLDER OF REGISTRABLE
SECURITIES.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE COMPANY HEREBY CONSENTS
TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH
OF THE SELLING HOLDERS IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR
SUPPLEMENT THERETO, EXCEPT AFTER THE GIVING ON ANY NOTICE PURSUANT TO
SECTION 3(D).
(G)
IF FINRA RULE 2710 REQUIRES ANY
BROKER-DEALER TO MAKE A FILING PRIOR TO EXECUTING A SALE BY A HOLDER, THE
COMPANY SHALL (I) MAKE AN ISSUER FILING WITH THE FINRA CORPORATE FINANCING
DEPARTMENT PURSUANT TO PROPOSED FINRA RULE 2710(B)(10)(A)(I), (II) RESPOND
WITHIN FIVE TRADING DAYS TO ANY COMMENTS RECEIVED FROM FINRA IN CONNECTION
THEREWITH AND (III) AND PAY THE FILING FEE REQUIRED IN CONNECTION THEREWITH.
(H)
PRIOR TO ANY RESALE OF REGISTRABLE
SECURITIES BY A HOLDER OR ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES
HEREUNDER, USE ITS REASONABLE BEST COMMERCIAL EFFORTS TO REGISTER OR QUALIFY OR
COOPERATE WITH THE SELLING HOLDERS