be in such denominations and registered in such names as any such
Holders may request.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
SECTION 3(C)(V), AS PROMPTLY AS REASONABLY POSSIBLE, THE BORROWER SHALL PREPARE
A SUPPLEMENT OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE AFFECTED
REGISTRATION STATEMENTS OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND
FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED, NO
REGISTRATION STATEMENT NOR ANY PROSPECTUS WILL CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
(J)
THE BORROWER MAY REQUIRE EACH SELLING HOLDER TO
FURNISH TO THE BORROWER A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY SUCH HOLDER AND, IF REQUESTED BY THE
COMMISSION, THE CONTROLLING PERSON THEREOF.
(K)
THE BORROWER HAS READ AND UNDERSTANDS THE CONVERSION
AND EXERCISE LIMITATIONS CONTAINED IN THE DEBENTURES AND WARRANTS AND WILL NOT
TAKE A POSITION IN ANY REGISTRATION STATEMENT OR OTHER FILING WITH THE
COMMISSION THAT A HOLDER IS THE BENEFICIAL OWNER OF MORE THAN THE PERCENTAGE OF
COMMON STOCK PERMITTED TO BE BENEFICIALLY OWNED BY SUCH HOLDER ABSENT AN
AFFIRMATIVE WRITTEN STATEMENT BY SUCH HOLDER TO SUCH EFFECT.
(L)
AT ANY TIME, UPON WRITTEN NOTICE TO THE
PARTICIPATING HOLDERS AND FOR A PERIOD NOT TO EXCEED TWENTY (20) TRADING DAYS
THEREAFTER (THE "SUSPENSION PERIOD"), THE BORROWER MAY SUSPEND THE USE OR
EFFECTIVENESS OF ANY REGISTRATION STATEMENT (AND THE HOLDERS HEREBY AGREE NOT TO
OFFER OR SELL ANY REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT
DURING THE SUSPENSION PERIOD) IF THE BORROWER REASONABLY BELIEVES THAT THE
BORROWER MAY, IN THE ABSENCE OF SUCH DELAY OR SUSPENSION HEREUNDER, BE REQUIRED
UNDER STATE OR FEDERAL SECURITIES LAWS TO DISCLOSE ANY CORPORATE DEVELOPMENT THE
DISCLOSURE OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT UPON THE BORROWER, ITS STOCKHOLDERS, A POTENTIALLY SIGNIFICANT
TRANSACTION OR EVENT INVOLVING THE BORROWER, OR ANY NEGOTIATIONS, DISCUSSIONS,
OR PROPOSALS DIRECTLY RELATING THERETO.
IN THE EVENT THAT THE BORROWER SHALL
EXERCISE ITS RIGHT TO
SUSPEND THE EFFECTIVENESS OF A REGISTRATION HEREUNDER,
THE APPLICABLE TIME PERIOD DURING WHICH THE REGISTRATION STATEMENT IS TO REMAIN
EFFECTIVE SHALL BE EXTENDED BY A PERIOD OF TIME EQUAL TO THE DURATION OF THE
SUSPENSION PERIOD.
THE BORROWER MAY EXTEND THE SUSPENSION PERIOD FOR AN
ADDITIONAL TWENTY (20) TRADING DAYS IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 3(L) WITH THE CONSENT OF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES REGISTERED UNDER THE APPLICABLE REGISTRATION STATEMENT. IF SO
DIRECTED BY THE BORROWER, ALL HOLDERS REGISTERING SHARES UNDER SUCH REGISTRATION
STATEMENT SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO THE
BORROWER (AT THE BORROWER'S EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE
COPIES THEN IN SUCH HOLDERS' POSSESSION, OF THE PROSPECTUS RELATING TO SUCH
REGISTRABLE SECURITIES CURRENT AT