MAY REASONABLY REQUEST, INCLUDING, WITHOUT
LIMITATION, A PROPERLY COMPLETED NOTICE AND QUESTIONNAIRE.
(B)
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE OF THE REGISTRABLE
SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF ANY REGISTRATION
STATEMENT HEREUNDER, UNLESS SUCH INVESTOR NO LONGER HOLDS ANY REGISTRABLE
SECURITIES OR HAS NOTIFIED THE COMPANY IN WRITING OF SUCH INVESTOR'S ELECTION TO
EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE SECURITIES FROM SUCH REGISTRATION
STATEMENT.
(C)
EACH INVESTOR AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN THE FIRST
SENTENCE OF SECTION 3(F) OR IN SECTION 3(G) OR, SUCH INVESTOR WILL IMMEDIATELY
DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION
STATEMENT(S) COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH INVESTOR'S RECEIPT
OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY THE
FIRST SENTENCE OF SECTION 3(F) OR BY SECTION 3(G) OR RECEIPT OF NOTICE THAT NO
SUPPLEMENT OR AMENDMENT IS REQUIRED AND, IF SO DIRECTED BY THE COMPANY, SUCH
INVESTOR SHALL DELIVER TO THE COMPANY, OR DESTROY ALL COPIES IN SUCH INVESTOR'S
POSSESSION, ANY PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE
TIME OF RECEIPT OF SUCH NOTICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, IF THE INVESTOR HAS SOLD ANY REGISTRABLE SECURITIES PRIOR TO
THE INVESTOR'S RECEIPT OF A NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY
EVENT OF THE KIND DESCRIBED IN THE FIRST SENTENCE OF SECTION 3(F) OR IN
SECTION 3(G) BUT HAS NOT YET SETTLED SUCH SALE PRIOR TO THE RECEIPT OF ANY SUCH
NOTICE, THE COMPANY SHALL CAUSE ITS TRANSFER AGENT TO DELIVER AN
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UNLEGENDED CERTIFICATE(S) REPRESENTING THE SHARES OF COMMON STOCK TO BE
TRANSFERRED TO THE APPLICABLE TRANSFEREE(S) IN ACCORDANCE WITH THE TERMS OF THE
SECURITIES PURCHASE AGREEMENT.
5.
SUSPENSION OF REGISTRATION RIGHTS.
(A)
SUSPENSION NOTICES.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING ANY
EARNINGS BLACKOUT PERIOD IN EFFECT PURSUANT TO A POLICY ESTABLISHED BY THE
COMPANY'S BOARD OF DIRECTORS OR A DESIGNATED COMMITTEE THEREOF (INCLUDING,
WITHOUT LIMITATION, THE COMPANY'S CURRENT EARNINGS BLACKOUT POLICY) (A
"SCHEDULED EARNINGS BLACKOUT"), UNLESS THE COMPANY PROVIDES THE INVESTORS NOTICE
THAT A BLACK OUT PERIOD (AS DEFINED BELOW) WITH RESPECT TO A SCHEDULED EARNINGS
BLACKOUT WILL NOT BE IN EFFECT, OR IF THE COMPANY SHALL AT ANY TIME FURNISH TO
THE INVESTORS A CERTIFICATE SIGNED BY ANY OF ITS AUTHORIZED OFFICERS (A
"SUSPENSION NOTICE") STATING THAT:
(A)
THE COMPANY HAS PENDING OR IN PROCESS A MATERIAL TRANSACTION, THE
DISCLOSURE OF WHICH WOULD, IN THE GOOD FAITH JUDGMENT OF THE COMPANY'S BOARD OF
DIRECTORS, AFTER CONSULTATION WITH ITS OUTSIDE COUNSEL, MATERIALLY AND ADVERSELY
AFFECT THE COMPANY OR THE PROSPECTS FOR CONSUMMATION OF SUCH MATERIAL
TRANSACTION; OR
(B)
THE COMPANY'S BOARD OF DIRECTORS HAS MADE THE GOOD FAITH
DETERMINATION AFTER CONSULTATION WITH COUNSEL THAT (X) USE OR CONTINUED USE OF
ANY PROPOSED OR EFFECTIVE REGISTRATION STATEMENT FOR PURPOSES OF EFFECTING
OFFERS OR SALES OF REGISTRABLE SECURITIES PURSUANT THERETO WOULD REQUIRE,