MORE THAN 60 DAYS IN THE
AGGREGATE DURING ANY 360 DAY PERIOD; PROVIDED, HOWEVER, THAT NO SUCH
POSTPONEMENT OR SUSPENSION SHALL BE PERMITTED FOR CONSECUTIVE THIRTY (30) DAY
PERIODS ARISING OUT OF THE SAME SET OF FACTS, CIRCUMSTANCES OR TRANSACTIONS, AND
PROVIDED FURTHER THAT IN ALL EVENTS THE COMPANY SHALL USE ITS BEST EFFORTS TO
TERMINATE ANY SUSPENSION PERIOD AS PROMPTLY AS POSSIBLE;
(K)
PERMIT COUNSEL DESIGNATED BY THE
INVESTOR TO REVIEW SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO (AS WELL AS ALL REQUESTS FOR ACCELERATION OR EFFECTIVENESS
THEREOF) A REASONABLE PERIOD OF TIME PRIOR TO THEIR FILING WITH THE SEC (NOT
LESS THAN FIVE (5) BUSINESS DAYS) AND USE REASONABLE BEST EFFORTS TO REFLECT IN
SUCH DOCUMENTS ANY COMMENTS AS SUCH COUNSEL MAY REASONABLY PROPOSE (SO LONG AS
SUCH COMMENTS ARE PROVIDED TO THE COMPANY AT LEAST TWO (2) BUSINESS DAYS PRIOR
TO THE EXPECTED FILING DATE) AND WILL NOT REQUEST ACCELERATION OF A REGISTRATION
STATEMENT WITHOUT PRIOR NOTICE TO SUCH COUNSEL;
(L)
AT THE REASONABLE REQUEST OF THE
INVESTOR, PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION STATEMENT AND ANY
PROSPECTUS USED IN CONNECTION WITH THE REGISTRATION STATEMENT AS MAY BE
NECESSARY IN ORDER TO MAKE REASONABLE CHANGES TO THE PLAN OF DISTRIBUTION SET
FORTH IN SUCH REGISTRATION STATEMENT;
(M)
USE REASONABLE BEST EFFORTS TO
CAUSE ALL THE REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION STATEMENT TO
BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SECURITIES OF THE SAME CLASS OR
SERIES ISSUED BY THE COMPANY ARE THEN LISTED, IF THE LISTING OF SUCH REGISTRABLE
SECURITIES IS THEN PERMITTED UNDER THE RULES OF SUCH EXCHANGE;
(N)
IF REQUIRED BY FINRA, THE COMPANY
SHALL PROMPTLY EFFECT A FILING WITH FINRA PURSUANT TO FINRA RULE 5110 WITH
RESPECT TO THE PUBLIC OFFERING CONTEMPLATED BY RESALES OF SECURITIES UNDER THE
REGISTRATION STATEMENT(S) (AN "ISSUER FILING"), AND PAY THE FILING FEE REQUIRED
BY SUCH ISSUER FILING.
THE COMPANY SHALL USE REASONABLE BEST EFFORTS TO PURSUE
THE ISSUER FILING UNTIL FINRA ISSUES A LETTER CONFIRMING THAT IT DOES NOT OBJECT
TO THE TERMS OF THE OFFERING CONTEMPLATED BY THE REGISTRATION STATEMENT(S); AND
(o)
notify the Investor, at any time
during which a prospectus relating to such registration statement is required to
be delivered under the Securities Act, of the happening of any event as a result
of which the prospectus included in or relating to the registration statement
contains an untrue statement of a material fact or omits any fact necessary to
make the statements therein not misleading; and, thereafter, the Company will
promptly prepare (and, when completed, give notice and provide a copy thereof to
Investor) a supplement
18
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading.
It shall be a condition precedent to the obligations of